The Boogeyman
by starry-oblivion
Summary: Marvelverse crossover Spider-Man receives reports of a sighting of a giant turtle in a mysterious new Halloween store and checks it out. This leads him into a complicated mess involving missing turtles, evil spirits and, of course, the end of the world
1. Chapter 1

It's not often that I go looking for trouble; it usually has an easy enough time finding _me_.

Life is good right now. The bad guys have gone easy on the steroids and even my social life isn't leaving much to be desired. I've got a steady flow of cash coming in and can support my family. So yeah; everything's peachy. Then _why_ am I walking around a dark sewer with a flickering flashlight?

It's like this: a new Halloween store just opened up on Cooper Avenue. According to hearsay, it's got all sorts of pretty cool decorations, costumes, and other spooky memorabilia. Being busy with work, I haven't had the time to scope it out for myself. One of my Halloween-obsessed co-workers, though, seems to visit it just about every day. And she told me a rather interesting tidbit: she always encounters a person standing at the back of the shop, seeming to be transfixed by something on the wall. She initially thought that the guy was just some kind of prop, until she spotted him breathing. What struck her as odd was that this guy was always in costume… which just happened to be that of a giant turtle.

Surprised by that last detail, considering some old friends of mine, I decided to check the shop out myself after work. When I reached out for the door handle, let's just say that I got a bad vibe. A _really_ bad vibe. A vibe so bad that I was literally thrown to the ground, with passerby asking if they should call an ambulance. Try as I might, I couldn't convince myself to enter the store. Even getting close to the window set me ill at ease. Already feeling the bad news creeping in, I decided that I'd go and pay my friends a visit, and see what was up.

You'd think that they'd leave a number or at least one of those nifty shell cells with me, but ninjas tend to be a secretive lot. Having lost the paper with Donatello's e-mail address, I had no choice but to suit up and grab the first flashlight I could before diving into the nearest sewer. It's not a pleasant experience, and I don't even know where to begin searching, but I figure that I'm bound to trick _some_ kind of alarm sooner or later. Ninjas are also a paranoid bunch, so I'm sure it won't be long before one of them…. Oh hey, I'm right.

"I coulda sworn we sprayed this place for bugs," I hear Raphael say from behind me. Turning around, I focus my dying flashlight on him and see that he's leaning against a sewer tunnel, his arms crossed over his chest. "Judgin' by the clothes, I'm guessin' this ain't a social call, huh?"

"What?" I ask. "I'm not allowed to show up in formal wear? _All_ of our dates can't be casual, you know." Seeing the hard look he gives me, I decide to take it light on the jokes. I don't know exactly what's going on, and I'll never find out if I antagonize lover boy too early on in the game. "Easy, pal. I thought I'd drop in and see what's what. There's something rotten going on in Denmark. Or, rather, Queens. Glendale, to be more precise."

"Aren't ya part of a superhero team or somethin'?" Raphael asks. "I thought you guys had radars or artificially intelligent computers that pinpointed these things for ya. Why you buggin' a group 'a mutant turtles because of somethin' goin' down in a little section 'a Queens?"

"You know," I tell him, "I could have sworn that we practically made you card-carrying Avengers after our last encounter. So technically, we're teammates. Let's act like it, huh? Keep it together for the kids? What do you say?" He looks like he's about to snap at me again, so I quickly add, "Besides, I think this might be affecting one of your brothers."

He stares at me for a good while before telling me that he's listening. "Have any of you been visiting a Halloween store that just opened on Cooper?" I ask him, daring to step towards him. "And by visiting, I mean practically _living_ there?"

He pauses before answering, "Not that I know. Mikey's been out a lot more than normal, but I don't know where. We kinda don't always announce where we're headed before leavin'. We like to think of ourselves as adults."

I resist the urge to tell him that _I_ like to think of myself as the Supreme Potentate of Earth. Call me crazy, but I don't think that's going to get me any answers. "Mikey, huh?" I muse. "I wouldn't be surprised. Is he home? I'd like to talk to him about something weird that happened to me today."

"How about talkin' to _me_ about it?" Raphael asks, not budging from his initial stance. "Heck, we're 'teammates,' right? Ain't nuthin' you can say to my bro that ya can't-"

"Raph, give it a rest." I look up to see Donatello approaching from the darkness. "Nice to see you again, Spidey. I picked up your image on the security cam, but Raph managed to get here before me. Something up?"

"Kind of," I respond. I manage to pull together a rather quick version about what my co-worker told me concerning the costume shop and about what happened to me when I tried to go in myself. My explanation didn't seem to sit well with either of the turtles.

"How come he talks to _you_?" Raphael asks Donatello after I'm done with my story. "What, is it some kinda nerd bonding or somethin'? Do I need to know a certain number 'a ten-syllable words before I gain clearance?"

Ignoring his brother, Donatello murmurs, "Raph says it's not him and it isn't me, and I hardly think that hanging around a store like that would be Leo's cup of tea. Mikey _has_ been headed topside a lot lately, but I thought it's because he likes watching the seasons change. Hm. Can't even recall if he was in the lair when I left. I'll give him a call on the shell cell."

As Donatello takes out the communicator, Raphael rolls his eyes. "Yeah, I don't got the nerd clearance. That's gotta be the only reason no one notices I'm even in the room when these two geeks get together."

"Raph," I tell him kindly. "You know that's not true. With _your_ mouth, it's impossible to not know when you're in the room." Knowing full well that he would attempt to deck me, I duck even as he realizes that he has a reason to swing at me.

"Okay, that's only _really_ weird," Donatello says quietly. As Raphael and I look at him, Raphael asks if Michelangelo isn't picking up. "It's not that," Donatello answers. "His shell cell's not even ringing. It's completely bizarre."

"Maybe he didn't charge it," Raphael shrugs. "I know mine gets like that sometimes when the battery's low. Let's head back to the lair; maybe he's there now."

"Actually," Donatello tells him, "I'd much rather head over to this Halloween shop and see what's going on. I'll call Leo and let him know where we are."

"Should we have him meet us?" I ask.

Donatello shakes his head. "Nah, I don't think that's really necessary. Besides, it's always good to have someone back in the lair as a standby, just in case. If Mike's at the store, I'd like to think that we could just investigate and pull him out, but if things get hairy, Leo's a good person to have on reserve."

"He'd be an even better person to have hangin' around," Raphael brings up. "Besides, if ya call 'im, he'll probably just worry and follow after us anyway." Donatello seems to agree. After a moment, Raphael brings up, "Spidey says that he can't even go near the place. We're probably better off talkin' this over with Leo 'n Splinter, then checkin' it out ourselves. The _last_ time Spidey went someplace despite the butt-kickin' his spider-senses were givin' him, he and Nightcrawler ended up being trapped in a crystal."

"Don't remind me," I mutter. "I _still_ have nightmares about skewed perspectives and bright white vacuums. Being sucked into a demon-summoning crystal is _not_ an experience that I care to repeat any time soon."

"Point well taken," Donatello says. "Okay, Raph and I can go back to the lair and relay this information to the others. Thanks for the info, Spider-Man. I'll call you if we turn anything up." I blink and ask how he was going to call me, since I don't really have a listed number or anything. He only smiles and proclaims, "I have my ways."

_Ninjas_, I think as I watch Donatello and Raphael run off. _Why can't they ever give a straight answer?_

* * *

I groan as I hear the phone ringing, waking me up from what had probably been a really nice dream. 

Mary Jane moans and rolls over. "It's _your_ stupid cell phone, Peter," she mutters. "Either pick it up or do something about that ghastly ringtone." Mumbling something under my breath about how we can't _all_ like show tunes as much as she does, I get up and stumble towards my dresser.

My phone's charging on top of it, and I take a look at the display. It's almost four in the morning, and I don't recognize the number. Feeling grumpy, I decide to pick it up in case it's a wrong number that I can curse at. Unplugging the phone from its charger, I take it to the living room as I answer it. "Hello?"

I don't hear anything for a moment except for some kind of crackling or blowing wind or something. Thinking that I'm the victim of a drunken dialer, I sigh and am about to end the call. I flinch when it sounds like the person on the other end drops the phone. Just when I pull my phone away from my ear, I hear somebody call my name. Lifting the phone up again, I hear, "Spidey! Quick! There's something… I don't know what to do. Spidey, please, you were-" And then the line went dead.

My blood runs cold as I recognize the voice as Donatello's.


	2. Chapter 2

"This better be worth gettin' me up before the sunrise," Wolverine mutters.

"Cool it, Wolvie," I tell him. "It's not like you actually get to _bed_ before sunrise, anyway. You never sleep; you're a regular bionic man." He growls that he'd be able to be more "bionic" if I had at least given him some time to grab a cup of coffee.

After putting my phone back, I suited up and left MJ my standard note on the pillow. "Saving lives, don't wait up." A quick call to Stark Tower got me through to Wolverine. Even though we're not best buddies, I can't deny that Mother Nature gave him the perfect nose for hunting. After promising him a six-pack, he agreed to meet me on Cooper Avenue. That's the great thing about being friends with Wolverine; he always manages to come through, and at a reasonable price to boot.

We get to the store, and he sniffs around. "Wind ain't exactly conducive to picking up a scent down here. These turtle boys of yours like using sewers and rooftops, right? You look up there, and I'll find the nearest-"

"No splitting up," I interrupt. "Sorry, but when there's a creepy Halloween shop and a terrified ninja turtle involved, I'd rather not take any chances." I step up to the brick wall of the store, meaning to climb up, but my spider sense goes off again. It's not as bad as it had been during the daytime, but it's still pretty bad.

Wolverine notices my hesitation and puts a hand on my shoulder. "C'mon," he says. "Let's go up through the bodega at the end of the block and make our way back here. That way, even if ya can't make it to the roof, you can at least see me when I'm up there." Surprising myself by deciding that he's actually being reasonable, I agree with him. We do just that.

I get an uncomfortable feeling in the pit of my stomach as we get closer to the Halloween store's roof, so I pull him to a stop at the rooftop next door. "Any way I can convince you _not_ to go over there?"

I see him looking at me from the corner of my eye. "What, after you dragged me all this way? Sorry, Slick. I ain't got no stupid spider-sense to hold me back." Shaking my hand off, he goes ahead and dives onto the next connected rooftop. I flinch, as though I expect the concrete to swallow him, a la the scene in _A Nightmare on Elm Street _in which Johnny Depp gets eaten by his bed. I breathe a sigh of relief when nothing happens.

Wolverine looks around, walking to the center of the roof. He apparently spots something on the ground and crouches to it. He remains still for a moment before picking something up and heading back towards me. I feel uncomfortable when I recognize the thing in his hands as Donatello's staff. "Well," I murmur as he comes back to me and offers me the stick, "_that_ certainly doesn't look ominous."

"There were two of 'em," Wolverine tells me. "I picked up the scent of two 'a the turtles. Can't tell which ones, but I'm guessing that one of them is the one that dropped this." I take the staff in my hands, gaping down at it. "That ain't the only ominous thing, bub." I think he's offering me his hand, but I eventually realize that there's something on his glove. Blood.

"Oh shell, as they'd say," I breathe. Looking back up at Wolverine, I ask, "How's that sense of smell of yours work in a sewer system?" He tells me it works as fine as it does anywhere else. We offer one another one more glance.

Then we run as fast as we can to alert the turtles.

* * *

You'd think I could get Tony Stark to do something to pretty up the New York City sewage tunnels.

Adjusting my night vision as well as I can, I keep my eye on Wolverine as he follows his nose and other basic instincts. I haven't been this deep in the sewer since Leonardo had led me to their lair at the start of our last little adventure together. Something tells me that, without Donatello manning the security systems, this might be the closest to the lair that anyone's gotten without assistance in a long time.

Wolverine stops suddenly, whirling around. He apparently smelled the presence that I felt with my spider-sense. "You know," he mutters into the darkness, "if I had to pick one thing from the long list of things that tick me off about ninjas, it's the fact that they always feel the need to sneak up on people, even after knowing that they're friends."

"Oh hey, it's Wolverine." I spin around, recognizing Michelangelo's voice. He walks out of the gloom, a relieved grin on his face. "And Spidey, too. What brings you guys through this neck of the woods?"

I can't help but regard him with a sense of suspicion. If he _had_ been the turtle that was spending so much time in the Halloween store, then his unexplainable joviality isn't exactly putting me at ease. "Where's Donnie?" I ask him. "And Raph? I saw them earlier today, and-"

"Ya didn't see me, Wall-crawler," Raphael says as he slowly emerges from the shadows. "Donnie, maybe. But I've been in the lair all day." With a chuckle, Michelangelo explains that poor little Raph has been sick.

Raphael looks like he's about to snap at his brother, but stops when he sees what I've got in my hand. "Hey," he says, stepping towards me. "Is that… is that Donnie's bo?" Glaring up at me, he spits out, "Okay, Spidey. Spill."

"Whoa, time out," I say, backing away from the hotheaded turtle. "What do you mean, I didn't see you today? I was talking to you and Donnie at around six-thirty. Remember, you asked me if I dropped in for a social call and I made fun of your big mouth?" Seeing his blank expression, I murmur, "Oookay, you _don't_ remember."

"Spidey," Michelangelo tells me lowly, "I can vouch for Raph. He's been hacking up a lung for most of yesterday and today. You trying to tell us that you saw someone talking to Donnie that looked like Raph?"

"It _was_ Raph!" I insist. "Same voice, same body language, heck, he even had the same reaction when I pushed his buttons!"

"It wasn't me!" Raphael barks back. He grabs the staff out of my hand and says, "Ya said he was with Donnie, and now ya come back with Don's weapon. If somethin' happened to Don, and there's some guy walkin' around impersonatin' me-"

"That can't be the case," I tell him as I shake my head. "If that wasn't you, my spider-sense would go off. It'd tell me that something was wrong."

"Hold on here, Slick," Wolverine says as he slips in between me and Raphael. "I'm trying to get a handle on this. So you spot Raph and Don earlier today, and now Don's missing after sending you a distressed phone call."

"He's what?" Raphael almost shouts. "He ain't missin'. I… I'm pretty sure that he was back at the lair. Wasn't he, Mikey?" Michelangelo shrugs. Looking down thoughtfully, Raphael takes out his shell cell and says that he's going to give Donatello a call.

"Let me finish here," Wolverine continues. "So we come down here and find out that Raph actually _wasn't_ with Don earlier, but Spidey's warning system didn't go off. That don't tell us much of anything, except that Don wasn't in any danger when Spidey saw him. Afterwards though… well, whatever happened, happened." I was relieved that Wolverine neglected to mention the blood we found on the site.

Raphael put away his shell cell. "Funny," he says. "Don ain't answerin'." I ask him if the phone rang at all, and he blinks at me. "No. Nuthin'. Like one of our phones is dead or somethin'. But mine's fine. So maybe Donnie's is busted."

I turned to look at Michelangelo. "Mike," I tell him, "when I was talking to Don earlier, I told him that I wanted to talk to you. He tried to give you a call, but he said the same thing about _your _phone. Any thoughts?"

Michelangelo became visibly uncomfortable when all eyes turned to him. "Me?" Michelangelo squeaks. "You wanted to talk to _me_? Why? What'd I do?" I ask him if he's been hanging around a Halloween store on Cooper Avenue.

"Sure he has," Raphael answers. "Me 'n him _both_. April's throwin' a Halloween party, and Mikey volunteered to spring for decorations. I go along with 'im to make sure that he doesn't go crazy and spend all our cash."

"Both of you?" I ask. "That's weird. You… I mean… whoever I was talking to earlier said that Mike's been going there on his own. My spider-sense went off the charts when I tried to visit the place myself, so I wanted to know if there was anything creepy about it."

"You mean _besides_ the life-sized pirate banshee that screams every time you walk through the door?" Michelangelo queries with a shudder. "Man, talk about something that gives me the heebie-jeebies."

"It's kinda dirty," Raphael offers. "I thought that was weird since it's a new store, but then I saw the cashier pourin' more 'dust' onto the counter from a jar, so I realized it was just a cheesy effect."

"A bit counterproductive," Wolverine observes, "if they're aiming on keeping customers browsing the shelves instead of _sneezing_ on them." I agree, and ask the turtles if there was anything else.

Michelangelo shakes his head, but Raphael seems to be in a bit more of a sharing mood, which comes as a shocker. "Yeah, there was somethin'. They had these creepy shadow puppets all along the wall. Mikey 'n I couldn't help starin' at 'em. I couldn't find a projector or nuthin', so I've got no clue where they came from. I wanted to ask the cashier how they did that and how much it cost, but I couldn't find him." He looks like he's about to add more to that, but he suddenly turns away and lets out a loud sneeze, followed by a groan.

"Gesundheit," Michelangelo says, putting a hand on his brother's shell. "Man, whatever you're coming down with, bro, it's _bad_. Maybe you shouldn't have come out here with me. Your allergies are seriously kicking your shell."

"I don't got no allergies," Raphael states vehemently, although I can see his eyes watering as he drapes an arm around his stomach, as though in pain. "It's just the colder weather playin' around with my immune system. C'mon. Let's get back to the lair. Maybe Donnie's there 'n he can gimme somethin' for it. If not, we gotta talk to Leo about the weirdness anyway."

"Nothing short of pneumonia will get you to take it easy, huh, tough guy?" I ask Raphael. Though I'm not sure what it is, I'm beginning to see a pattern here. Something tells me that this would be a lot easier to figure out if Donatello were around. Something _else_ tells me that that may be why he's the first one to go missing. I don't know why I'm convinced that he's only the "first one," but I try to shake that thought out of my head as I throw an arm around Michelangelo's shoulders. "Take care of your brother, Mikey. Don't let him go off the deep end. Otherwise, Wolvie here's gonna have to reel him back in, and you never like for him to get more involved than he has to."

"Especially when it's four-thirty in the morning and I could be in a nice warm bed," Wolverine mutters. To the turtles, he says, "You guys call Spidey if you need reinforcements. All the scary crazies start coming out around Halloween. Must be something in the air."

"Or it could be the fact that All Hallow's Eve has its roots in being the night that spirits can walk the Earth," I remind him.

"Pete," he growls, "shut up." He looks to Raphael, his voice losing a bit of its edge. "Take care of that cold, kid. Your brothers might just need ya." Raphael nods before waving Wolverine off and turning away. Michelangelo does the same, jogging to keep up with his brother.

We watch the turtles disappear out of sight. Once we're alone, Wolverine says, "So… something's telling me that this is more than your average missing mutant case." I sigh, telling him that I think so, too. I realize that Raphael had walked away with Donatello's staff, but I figure that that's okay. I wouldn't need it.

"Is it wrong that I snuck a tracer onto Mike's bandanna?" I ask Wolverine. He chuckles, telling me that they had pulled that game enough times themselves to warrant me doing the same unto them. I stay quiet before asking, "Then would it be wrong if I ask for your glove?" Wolverine blinks and looks at me, asking me what I wanted one of his gloves for. "The glove that you touched the blood with," I clarify. "I have the feeling that, if it's Donatello's, I might just need it as a control sample."

He eyes me cautiously before carefully slipping the glove off."You scientists and your samples," he tells me somewhat condescendingly. "Care to explain to a guy what you need a 'control' sample of a mutant turtle's blood for?"

Taking the glove and squinting down at the still-sticky red spots on it, I quietly reply, "There's almost _no_ way that the turtle I spoke to earlier wasn't Raphael. I don't think he'd have a reason to lie about something like that, but I find it interesting that, earlier, Don had tried to call Mike, but Mike's phone was apparently dead. Now Raph tried to call Don, and _his_ phone was dead. Maybe tomorrow… Leo will try and call Raph, and Raph's phone will be the dead one."

We remain silent for a moment before Wolverine brings up, "And in the end, the only one who won't be calling to see if someone's okay is gonna be Mike. So it either all started with him… or it's gonna end with him." I nod slowly. "Well, damn," Wolverine says after a pause. "Tapping him might just answer everything before it's too late."

"Right," I mutter. "But I'm more worried about who it might _already_ be too late for." 


	3. Chapter 3

Mary Jane was already awake when I snuck in through the bedroom window.

"It never fails," she tells me, flipping absently through a magazine. "The one morning I had decided to actually wake up early and pull the whole domesticated housewife bit with some homemade breakfast, you decide to go all superhero on me."

I grin as I take off my mask and slip into bed besides her. "Sorry, MJ. Lord knows how I love a fresh batch of your expertly-prepared cornflakes." Without missing a beat, she rolls up the magazine and hits me soundly on the head, telling me that I'll consider cornflakes a _blessing_, at this rate. As I rub my head, she asks what the emergency had been.

With a sigh, I lean against her as I answer, "Our little green shellback friends. Donatello called me in the middle of the night, scaring the bejesus out of me. I grabbed Logan and conducted a quick search. It's not looking too good."

"Oh no," MJ replies, suddenly concerned. "Not Don. I actually _like_ him. He reminds me of you… if you were, you know, reptilian."

"I'll rescue him so long as you promise not to hit on him, then," I laugh. Remembering about the situation, I get a little more serious as I murmur, "Still, there's something off about the whole thing. Either someone's lying, or someone's being manipulated. I'm actually afraid that Raphael may find himself in a heap of trouble soon enough, too."

"From what I remember," MJ says wryly, "Raphael was _always_ the kind to get in trouble. Leave him and Logan to have some bonding time. They're better suited for one another."

"I can hear the wedding bells from here," I mutter sarcastically. Stretching out on the bed, I ask, "Any other Avengers that you'd like to pair up with the turtles so it's not my problem anymore? Since Don and I are so alike, that just leaves Leo and Mikey."

"How about this," she offers. "I'll think about it while you're off at work. You know, the normal civilian job that makes sure that you get paid so your beloved wife isn't the one stuck with all of the bills?" I groan and try to throw the covers over my head, but she pulls them away. "Go on, Tiger. Pour yourself a bowl of cornflakes and get out there into the real world." As I stumble out of bed and begin peeling my uniform off, I ask her what she had been planning on making me for breakfast.

"Sorry darling," she tells me with a small smile as she goes back to her magazine. "I'll give you a clue once you're done saving the world."

* * *

After teaching my seventh consecutive science lesson at Midtown High, I breathe a sigh of relief. 

It doesn't last long though. Try as I might, I can't stop my stupid legs from deciding to go to Cooper Avenue. Standing at the corner, I observe the Halloween store that's caused so much grief since yesterday. It doesn't even have a cute name or anything. It's just called The Halloween Store. Simple but effective, I suppose.

I edge my way towards it, but my spider-sense goes off in double-quick time. Ugh. In civilian clothes, there's not much I can do. Heck, as Spider-Man, there's even less. I can't exactly crash into a brand new store in the middle of a busy little shopping avenue, proclaiming that I've "got a bad feeling about this." What I wouldn't give for a loyal sidekick, sometimes.

Because of the semi-tinted glass, I can't see much through the window except for those decorations that are lit. I wouldn't be able to recognize the turtles if they hang out in the back of the store, like my co-worker said. Seeing a book shop next door, I decide to head in there and see if maybe I can at least get close to the wall that separates it from the Halloween place.

I walk in and head towards the wall in question. There's a bargain book bin there, and I pretend to browse through it. As I make like I'm reaching out for a book in the back, I realize that it's no good. I can't even bear to be _that_ close to this stupid shop. Maybe I should make a pit stop in the sewers, just to make sure that the turtles are okay.

"Despite this being the 'Big Apple,' it really _is_ a small world," says a soft voice besides me. I turn around to see a vaguely familiar man smiling kindly at me, a used New Testament in his hands. It isn't until I recognize the German accent that I realize who's hiding beneath the image inducer.

"Howdy, Kurt," I tell Nightcrawler. "Nice digs. Santa must've brought you one heck of a hologram projector, huh?" His smile only falters by a little as he tells me to keep it down.

"One day, Parker," he remarks seriocomically, "I shall forget that we are friends. You will find yourself in a most unfortunate predicament, then."

His mention of "forgetting" brings me back to the turtles and the mysterious shop. "I know it's a long shot that a holy man like you would go in a place like that," I mention, "but have you been into the Halloween place next door?"

"Oh yes!" I'm amused by the bright smile and slight twinkle I can see in the man's eyes, as though thinking back on a fond memory. "It's quite lovely. Despite the rather dark elements surrounding the holiday, I can't deny being something of a fan of it. I couldn't stay long, however. Their upkeep leaves something to be desired. My sinuses couldn't take all of that horrid dust."

"You?" I ask, raising an eyebrow. "The man who teleports in a puff of smoke that smells like sulfur is allergic to dust?" He gives me something of a glare, proclaiming that he's _not_ allergic… except perhaps to _that_ particular kind of dust.

I stop for a moment, thinking about where I had heard a similar argument before. "Kurt," I ask quietly, "did you see anything weird when you were in there? Like shadow puppets along the wall or, I don't know, some giant turtles hanging around the back?"

"Your ninja turtle friends?" Kurt muses. "No, I do not believe I saw them or these shadow puppets that you speak of. Why? Hopefully the turtles are not in trouble."

"I don't know," I tell him lowly. "But my spider-sense smacks me upside the head every time I go near that store, and you don't seem to be able to stand it in there for too long because of the dust… and at least one of the turtles is missing." Looking him in the eye, I say, "Kurt, you're an expert on all things occult."

"_Most_ things," he corrects. "I am afraid that my knowledge of _Santería_ is still a little-"

"The fact that you're even _aware_ that you don't know as much about that as you'd like is enough proof for me," I interrupt. "Donatello's missing, and I think Michelangelo and Raphael are involved. Michelangelo most definitely; Raphael just claims that he knows less than I believe he does. I think that, before long, both he and Leonardo could face a whole lot of danger."

"Surely you jest," Kurt responds, surprised. "Michelangelo? Raphael? They are brothers, are they not? Why would one or both of them contribute to the disappearance of one of their own?"

"Oh," I tell him sarcastically, "you mean that's never happened in the X-Men before?"

"That's different," he snaps. "Any instances of that are usually attributed to brainwashing or shapeshifters or evil clones or…." He stops, realization dawning on his face. "Oh. I see. I think I can understand your concern. What can I do?"

"I'll explain the situation on the way," I say as I motion him out. "We're going to pay a visit to the turtles. What's _left_ of them, at any rate. I just want you to observe the situation and see if it rings any bells about any paranormal activity you might've encountered before. If not, I'll rely on my science to help me figure this out rather than on occult mumbo jumbo."

"My," he tells me sourly as he follows me out, "you have such a way with words, Mr. Parker."

* * *

"Turtle boys? It's me again." 

Sloshing through the sewers once again, I call out to the turtles. We had made a stop so I could change into uniform, and Nightcrawler got rid of the hologram. He's his normal, blue-furred, pointy-eared self, prehensile tail and all. We don't want to risk startling the turtles by bringing an apparent stranger down here. Not that things can _get_ much stranger, but hey.

"Ech," Nightcrawler remarks, jumping from pipe to pipe. "And you claim that the turtles chose to remain down _here_ rather than come live in the X-Mansion? I knew they were odd young men, but this is ridiculous."

"A mansion's not everyone's cup of tea," I tell him as I continue jogging through the tunnels. Cupping my hands over my mouth (even though the mask makes that attempt at amplification pretty futile), I call again, "Yoo-hoo! Any ninjas wanna step out of the shadows? It's your friendly neighborhood Spider-Man, taking attendance for the day!"

I jerk to a stop, feeling someone in the vicinity. Whirling around, I see no one at first. I then see a shadow sprinting out of a nearby tunnel, headed towards us. "You want to announce our locale to everyone, Spider-Man? Maybe we'd be better off just showing you the way to the secret hideout." I'm about to tell him that a shell cell would suffice, but I get a sudden chill. That voice. It's… it's Donatello's.

"Donnie?" I ask as he slows to a stop in front of me. "Wh… you're okay!" He looks at me quizzically before asking why he_ shouldn't_ be okay. I stumble over my words for a moment, for once having no clue on what to say. Luckily, Nightcrawler intercedes.

"It would appear," he tells the confused turtle, "that there has been some sort of misunderstanding. Spider-Man was under the impression that you were in danger last night."

"Last night?" Donatello inquires. "The only thing I was in danger of was losing sleep because of Raphael's snoring. Other than that…." He thinks about it for a moment, then shrugs. "What would make you think that?"

I'm about to tell him how Wolverine and I found his bo, but I notice that it's strapped to his shell. I remember Raphael walking away with it yesterday, so I figure that's how he must have gotten it. "Y… you don't remember," I finally say. "You don't remember calling me in the middle of the night? Or about me meeting you and Raphael down here a few hours before that?"

By this time, Donatello looks thoroughly perplexed. "What are you talking about? We haven't seen one another for _weeks_. I spent all day yesterday inside, working on my new hydraulic elevator system that I'm trying to hook up in the lair."

"I can attest to that," Leonardo's voice says as he enters the scene. "At least, in theory. It's the only way he could have built that much so quickly." He stops besides his brother, looking at both me and Nightcrawler guardedly. "An Avenger and an X-Man. Why am I suddenly ill at ease?"

"You're not the only one, Mac," I mutter bitterly. Trying to wrap my head around all of this, I feel a sense of déjà vu coming on as I try to explain this again. "Okay. So. Halloween shop. Cooper Avenue. My spider-senses a-tingling. Shadow puppets on the wall. Donnie go bye-bye. Any of this ringing bells for _any_body?"

"It is for me," Nightcrawler brings up sheepishly. "But I think that would be because you just told me the story about ten minutes ago." I tell him that _he's_ no help before looking back to the turtles. They both seem to be deep in contemplation.

"Do you mean the new store that just opened in Glendale?" Leonardo asks. "I know that Michelangelo's dragged Raphael there a few times. Mike's offered to buy decorations for April's Halloween party, and Raphael begrudgingly goes along to make sure that all of our money doesn't disappear on the collection of practical jokes that they've also got in stock. …is there something going on that we should know about?"

"And just to set the record straight," Donatello throws in with a small smirk, "I'm not missing. Right here. Plan on staying that way until we get this thing sorted out."

Knowing that something weird is _definitely_ going on now, I can't even bring myself to be relieved by Donatello's reappearance. I mean, the kid doesn't even remember disappearing… either someone's wiping their memories clean, or the turtles have found some way to fool around with my spider-sense and are testing it out with an overly-elaborate hoax.

"I've got a friend," I finally explain for the umpteenth time. "She told me that every time she goes into that store, she sees a guy dressed up as a giant turtle standing in the back, like he's transfixed by something. Thinking that it was one of you guys, I tried to go into the store, but my spider-sense threw me back, almost as hard as they did when we fought that Savanti demon. I came down here to look for you guys, and I found Raph and Don."

"You did _what_ now?" Donatello asks, raising an eye ridge.

"Just bear with me," I tell him. "It gets better. Raph denies going to the store at all, telling me that he thinks it has something to do with Mikey. Don tries to give Mikey a call, but Mikey's shell cell is a bust. We part ways, and in the middle of the night, I get a call on my cell phone screaming for help. It sounds just like Donatello."

"Oookay," Donatello murmurs. "As Mikey would say, that's only a _little_ bit creepy."

"Anyway, when I go out to investigate, bringing Wolverine with me because of his bloodhound nose, we find your staff on the roof of the Halloween store. We come down here and encounter Raph and Mikey. Raph claims that _he_ didn't see me that day, and when he tries to call you, your shell cell's gone kaput, too."

"Let me guess," Leonardo interrupts. "You then got a terrified call from either Raph or Mikey, found their weapons thanks to Nightcrawler's teleportation powers, and have come down here. When we try to call whoever's missing, we'll be unsuccessful."

"Why Leo," I tell him, "is that a scoffing tone tingeing your voice, or am I simply overworked?" He gives me a sideways glance. It's not so much that he doesn't believe me as it is that he doesn't know _what_ to believe. But since I seem to be under the impression that his brothers are in some kind of danger, he's more than willing to hear me out. Pointing towards his shell cell, I say, "Call Raphael."

Leonardo obligingly takes out his shell cell and begins to make the call, asking me if I found his sai. I shake my head, telling him, "It's just a hunch. And if my hunch is correct… tomorrow I'll probably come down here with Iron Man and ask one of your brothers to call _you_." He narrows his eyes at me, seeming to finally understand how serious I am.

"A few loopholes to your story," Donatello tells me. "Firstly, I'm right here. Secondly, I don't remember any of this and have very clear memories of what I've been doing over the past couple of days. None of my activities involve a Halloween store or—what was that you said?—shadow puppets. Thirdly, uh… I'm right here. Fourthly, I recently did one of my routine checks on all of the shell cells we have, making sure that they all work. Short of a dead battery or utter destruction, they should be working fine. As you can see, _my _shell cell is intact, and I make sure to charge it every night. Fifthly… I'm _right here_!"

As Donatello goes off on his tirade, I focus on Leonardo. His eyes are downcast, and I can see the grip on his communicator tighten just a smidge. Hm, wonder what _that_ could possibly mean? As he worriedly puts the shell cell down, I tell Donatello, "Don't look now, but I think Leonardo's found a loophole to your loopholes."

"Huh?" Donatello turns to look at Leonardo, who forlornly puts his shell cell away. "Leo, y… you're kidding me! You couldn't get in touch with Raph? What about Mikey? I mean… come on, I just checked those shell cells myself not two weeks ago. I…." Visibly upset, he turns on the shell cell he had taken out to show Nightcrawler and me and begins placing a call, presumably to Michelangelo.

Leonardo's looking at me resolutely. "What's going on, Spider-Man? If you have any kind of information, I think it'd be best to let us know now." Sparing a quick glance to Donatello, I whisper to Leonardo to send his brother off so we could have a private chat right away. Though he looks at me with some suspicion, he gives me a single, slow nod.

"I can't believe this!" Donatello exclaims, putting his communicator away. "Spidey, what's going on? I mean, what you said… it doesn't make any sense. Whoever you spoke to _wasn't_ me! Are there imposters walking around or something?"

"I doubt it," I tell him. "My spider-sense would have gone off if there was something amiss. I'm actually leaning more towards a memory wipe. Maybe you should carefully go over your memories of yesterday, to be sure-"

"They're _real_," Donatello insisted, somewhat petulantly. "There's no way that couldn't have happened. Look, I still have the mark from where Mikey almost took my finger off with the hammer when he tried to help me." He shows me his hand, and I can see the dark red bruise, as promised. This gets me to thinking some more, so I'm thankful that he can't see the Sherlock-ish expression on my face.

"Speaking of Mikey," Donatello adds, "I _know_ I saw him playing video games when we left the lair. I'm going to look at his shell cell and see what's going on. Come on, Leo. We'll give you a call if something comes up, Spidey."

"Actually," Leo quickly says, "I want to talk to Spider-Man some more. See if I can wrack his brain for any details that he's neglected to tell us. You check those shell cells; I'll catch up with you later, Donnie." Donatello looks like he's about to object, but he nods and waves to us as he speeds back in the direction from whence he came.

Turning to me, Leonardo says, "I hope there was a perfectly good reason for me ditching my brother, Spider-Man." I ask him if Donatello has these tunnels bugged. "Most likely," he answers. "That's how we picked you up on the early warning system. I don't know where else he's got surveillance, but I'd think that it's safe to assume that Donatello won't be listening in."

"Personally," Nightcrawler says as he takes hold of both mine and Leonardo's arms, "I would rather _not_ 'assume' such things." I prepare myself for the strange _bamf_ sound and plume of smoke that accompanies all of his teleportational jaunts, but I'm guessing Leonardo hadn't. It's probably likely that he also wasn't prepared for the bolt of queasiness that comes with the teleportation.

When Nightcrawler lets go of us, it looks like we're in a secluded area of Forest Park. Leonardo backs away from Nightcrawler, bewildered and disoriented. Shaking his head, he looks around and glares at Nightcrawler reproachfully. "Yeah, that teleporting thing? Don't do that to me again. Ever. Not without my permission, anyway."

"Forgive me," Nightcrawler tells him, the smile on his face telling us that he probably isn't at all apologetic. "It is not that I do not trust your brother, but from what Spider-Man has told me, I decided against taking any unnecessary risks. I am sure you will understand."

"I sure _hope_ so," Leonardo says, looking to me once more. "Because as it is, I don't understand a single thing right now. You believe that something's replaced my brother's memory with mundane details to cover up… a dastardly kidnapping from which he was safely returned a few hours later?"

"I would've thought you'd be the first to know," I tell him, hiding in the shade of a tree and feeling calm enough to sit by it. "You can't ever trust what you see with your eyes. Yeah, that looks like Donatello, sounds like Donatello, acts like Donatello, and heck, probably _is_ Donatello. But one by one your brothers have been temporarily missing… and maybe they're not being 'replaced' by anything, but they can't be coming back right. It's nothing dangerous—at least, not yet—because my spider-sense isn't telling me to back off. But there's something in my bones—call it the basic human instinct, if you want—that's telling me that what's going on right now is some weird kind of… I don't know… incubation period. Calm before the storm, if that metaphor floats your boat. First, humor me in one of two experiments. This one is the checking of the shell cells, one that I'm surprised that Donatello didn't bring up. Call him. Call Donnie and see if his phone works."

Leonardo looks down at me for a moment before obliging me. Nightcrawler sits besides me in the grass, a strange look on his face. I tilt my head at him inquiringly, but he shakes his head and looks down. Hoping that he was seeing something that I didn't, I look back up at Leonardo.

"Nothing," Leonardo proclaims. "Maybe _my_ cell's broken, too."

"Maybe," I tell him, "which is what I thought was odd. Donatello didn't bother to check. Who else has a shell cell?" Leonardo tells me that Casey and April each have one. "Call Casey. Just to see if it works. Tell him that the phones have been acting funny lately, so you want him to call you back to see if things check out." Leonardo follows my orders without hesitating.

"Case," he says after a moment, only a little surprised. "Hey, it's Leo. …no, nothing's wrong. Some of the shell cells have been a bit out of whack lately, despite Donnie's maintenance check the other day. Mind giving me a call back to see if mine works? …thanks." He ends the call, looking down at me expectantly. His phone beeps and he quickly answers it. "Case, thanks. …yeah, I'll tell Donnie to look into whatever's messing with the others. I'll talk to you later."

As Leonardo hangs up, he slowly sets himself down on the grass, facing Nightcrawler and me. "Okay," he says lowly. "So there's your experiment. What did that prove?"

Breathing a sigh of relief, I answer, "It proves that I can trust you. Whatever it is that's affecting your brothers, it hasn't gotten to you yet. The question that remains is: do _you_ trust _me_?" He gives me yet another guarded look. Knowing how hard it is to trust a guy wearing a bug-eyed mask, I look around to make sure that we're still alone. When I ascertain that we are, I pull the mask off, looking at him beseechingly. "Leonardo. Please. Do you trust me?"

He blinks, surprised that I had taken the mask off in public. He's seen my true face before, but he's never seen the head of Peter Parker on the body of Spider-Man. I guess it's a little trippy for lots of people when they first see it. "Yes," he finally replies. "Yes, I trust you, Peter."

Giving him a small smile, I slowly take out the small clear plastic case that I had been carrying on me. "Good. Then I can ask you to help with the second experiment." Seeing the hypodermic needle within, Leonardo scrambles backwards, shocked.

"Oh no," he murmured. "Spi-… Peter, no. I'm not sticking needles into any of my brothers. The last time you tried to use one of your injections to fix things, Mikey was sick for hours. First of all, I'm _not_ cleaning that mess up again, and secondly, I'm not going to willingly subject any of my brothers to-"

"Relax, Katana Boy," I tell him, taking the needle out of the case. "Look, there's nothing in here. I'm not asking you to empty it into anyone. I'm asking that you _fill_ it." This doesn't exactly soothe his nerves, so I put it back in the case and hand it to him as I quietly tell him, "I need a sample of your blood."

He says nothing for a moment, then asks, "For God's sake, why?"

Taking a deep breath, I slowly begin to tell him about the blood that Wolverine had found on the roof of the Halloween store. "He said he smelled two turtles up there. One was Donatello, but we don't know who the other is. Donatello didn't look injured today, and despite what might've happened, injuries can't heal that quickly. So I'm betting that the blood belongs either to Raph or Mike, or to whoever's started this mess in the first place. For me to know that for sure, I'm going to need a control sample that I can be sure is pure mutant turtle. Since I don't know what's going on with the other three, yours is the only blood I can trust right now. So I'll ask the question again: do you trust me?"

Trust must be a scary thing for mutants. Especially when they look like Leonardo or Nightcrawler. Kurt's placed his faith in God in the same way that Leo's placed his in his sensei. So what's an outcast to do when some puny human asks for his trust in sneaking around his brothers' backs? Especially when it concerns the very same kind of "experiments" that people like Agent Bishop would love to run on him?

Leonardo finally reaches out and takes the case. Without a word, he opens it, removes the needle, and doesn't even flinch as he draws his own blood. A look into his eyes tells me that he's well aware of the risk he's taking. Still, he seems to understand that he places even greater risks upon his family if he _doesn't_ do as I ask.

"Does that answer your question?" Leonardo asks as he hands the case containing the filled needle back to me. I take it with a very grave thanks. He rises to his feet, looking down at me sternly. "You'd better find the answer to these riddles soon, Spidey," he tells me. "You haven't cracked a good joke all day. I'm starting to get worried." With a small smirk, he turns around and begins to run away.

"Leo!" I call, standing up. He stops and turns to look back at me. "Permit me one last moment of solemnity as I ask for one more favor." He asks what it is. "Find somewhere else to spend the night." He blinks at me, but doesn't answer. Slowly, he turns around and continues on his way.

Once Leo's out of sight, I sit back down besides Nightcrawler. "He will not listen," he tells me. "He is more worried about his brothers than about his own safety." I respond that I know, but that it doesn't hurt to try.

Leaning against the tree, I look at him. "So, Mr. Occult Specialist; comments, theories, strange ponderings? I'm more than willing to accept a stab in the dark, so long as it doesn't puncture any vital organs."

He doesn't reply for a moment, but continues to look down. "I am not sure," he answers at last. "The replaced memories seem to strike a chord. I would be willing to bet on a possession, if this is truly a case of the supernatural at work rather than the scientific."

"Can't be," I tell him immediately. "Wouldn't I be able to sense some kind of evil spirit lurking in their souls or something?"

Nightcrawler surprises me with a shake of the head. "Not necessarily. Actually, you seemed to stumble upon something quite interesting a moment ago. You mentioned that this resembles some sort of 'incubation period.' I _have_ heard of some spirits that, upon entering a chosen host, lay dormant for a certain amount of time until they become firmly enough rooted in the vessel's body to reach their full strength. Presuming that Donatello or one of the others _is_ infected with this spirit, your spider-sense would not be able to pick it up, since it is posing no immediate threat. The intruder is asleep, and you really _are_ speaking to the turtle instead of the spirit."

I ponder over this, staring at the plastic case I hold in my hands. "So… when would this spirit wake up? And what happens to the turtles when it does?"

"That would depend entirely on the spirit," Nightcrawler responds. "Some spirits require a longer period of dormancy than others. What I worry about, however, is that this may be the kind of spirit that can awaken at will, surprising its vessel with its sudden takeover. I fear that that may have been the result of Donatello's frightened phone call to you. As for what may happen to the turtles when the spirits fully awaken, either their own souls will be temporarily locked away or… they will _not_ be so temporarily removed."

I close my eyes as I look down, clenching the case in my hands. "Can't let that happen, Elf," I tell him. "Even if they _weren't_ honorary Avengers and a part of my team, they're still a good group of kids."

"I do not intend on letting any such thing happen," Nightcrawler replies. "I _am_ one of the good guys, remember? I will go back to the mansion and look through my books. The mention of shadow puppets seems hauntingly familiar, reminding me of ritualistic magic. If I can pinpoint the ritual, then I can identify the spirits and thus figure out how to eliminate them while protecting their chosen hosts. It _does_ seem rather odd that four mutant turtles would be their target-"

"What," I ask, "you mean the concept of four mutant turtles isn't odd enough?"

"Touché," he says with a small smile. "However, you forget that I live in a rather large household with dozens of mutants of all varieties. I was simply remarking on what it was that could have made these four so special. Still, after witnessing their true power during our last encounter, I suppose I should not be surprised."

"Speaking of surprises," I say as I pull on my mask. "Better cover up. I sense civilians approaching and if you look like that, I _won't_ miss a photo opportunity if it means being able to deck you just once."

"Cute," he states, turning his image inducer on. As the human hologram covers his body, he tells me, "You are quite lucky that I err on the side of good. Ah, if only you would actually do something wrong, enabling me to beat you into a coma without remorse."

"Don't tempt me," I tell him with a grin as I rise to my feet. "I think this friendly rivalry of ours gets just a little less friendly every time we meet up." I offer him my hand to shake, which he accepts with a large smile.

"Yes," he admits, "but ironically, that seems to imply that we have become closer friends."

Right on cue, a family of four happens upon us. The kids get excited, apparently thinking that I had just rescued some poor defenseless man from some danger or the other. "No worries, kids," I tell them. "He just tripped. Clumsy like that, I guess." Kurt gives me an unappreciative glare. I suddenly feel something wrap around my ankle and pull my foot out from under me before I could jump away. As the kids giggle, I realize that Kurt's invisible tail had just made me out to be a fool.

"Thank you _so_ much for the assistance," Kurt says sarcastically as he stands. "My hero!"


	4. Chapter 4

"Peter?"

"Hm?" I don't look up from my microscope even as I hear MJ at the doorway. She says nothing for a long time, and I already know what she's going to say when she _does_ decide to speak. As such, I decide to take my time, jotting down notes in the steno notebook besides me.

"You're beginning to remind me of those well-meaning but tragically flawed scientists in the old horror movies," she tells me at last. "You know, the ones who think they're on the brink of some important discovery that ends up being nothing but a crazy scheme that drives them mad. Usually, it's the scientist's love interest that ends up getting killed or seriously maimed, so I hope you understand why I'm more than a little concerned."

I turn to her and give her a wry smile. "Nice," I say. "You would actually thwart my next great scientific achievement just because you fear for your well-being? How very selfish of you, Mrs. Parker." Raising an eyebrow at my joke, she steps into the room.

"I just came in to make sure you ate something," she says, her eyes going over the equipment on my desk. "Not that I would blame you if you didn't have much of an appetite, considering that you've been examining turtle blood all evening."

Looking at my wristwatch, I see that it's almost eight o'clock. I hadn't realized that it was so late. "The Halloween Store closes at nine," I murmur to myself. "I really should pack it in so I can suit up and see if there are any ninjas prowling around." I look up to see my wife's green eyes staring exasperatedly down at me. Swiveling my chair around to face her, I say, "MJ-"

"I know, I know," she interrupts. "I'm not going to stand in the way of you performing your sacred duty and being a do-gooder. But think about it for just a minute, Peter. These guys are teenaged ninjas, and have been taking care of themselves all of these years with no one but Splinter and the occasional friend to help them. Do you really think that they're so over their heads that they need you expending all of your resources just to get to the bottom of things?"

"Don't get me wrong, MJ," I tell her as I slip an arm around her. She puts a hand on my shoulder as I explain, "These guys are strong. Way stronger than I would've ever imagined a group of pet turtles could be. And _that's_ why I'm worried. If I know how strong they are, then maybe there are some bad guys out there who know, too. And maybe they want to use that strength for their own benefit." I shuffle through my notebook, showing her my rough sketches. "Take a look at this. This up here, it's a drawing of a normal turtle's blood cells."

"Funny," MJ says sarcastically. "_I_ thought it was-"

"Don't even say it, MJ," I break in. "I'm a science teacher, not an art teacher. Anyway, down here, this is what Leonardo's blood sample looked like. Artistic interpretation aside, you can see the differences between the two. Leo's genetic code is a lot more complex, being a mixture of both turtle and human."

I turn the page. What follows next looks more like an abstract doodle of a war scene than anything that could've come out of someone's body. Noticing my silence, MJ asks what it is. I tell her, "This is what I saw when I studied the blood sample from Wolverine's glove. The one we found on the rooftops. This blood most likely belongs to one of Leo's brothers… or to whatever might've taken over their bodies during the moment in which Donatello freaked out and called me."

She remains silent for a moment before saying, "Okay, excuse me for being nothing but a silly little actress, but… that makes no sense. If you and Nightcrawler have a theory about evil spirits, how is it possible that it's affecting their blood? I was always under the impression that science and mysticism generally don't mix."

"_That's_ what I can't figure out," I lament as I snap the notebook closed. "Kurt hasn't called me since he left for the X-Mansion, so I've been trying to tackle this with science. I was starting to think that maybe this doesn't belong to any of the turtles at all and that there's a flesh-and-blood villain at work… except that there are definitely enough common links between this sample and Leonardo's to prove that the two of them are definitely related. So unless there's a fifth mutant turtle that I don't know about who's been subjected to absolutely _hellish_ genetic experiments, I've got not a single clue as to what this is all leading up to."

"Peter," MJ whispers levelly. "Patience is a virtue." I bitterly reply that she didn't manage to marry a very virtuous man. She laughs softly at my response. "Tiger, relax. I know you're worried about the turtles. I am, too. But until you and Kurt can compare notes, there's just not a whole lot you can do but observe. So go on; put on that sexy spandex suit of yours and check out the store."

I smile up at her. Every time I start moping about how awful my life is, I just need to remember who managed to fall in love with me. After all, how many other women can deal with being married to a superhero that most bad guys want to destroy and most decent folk believe to be nothing but a masked menace? "Baby," I tell her, "you're the greatest."

I put my other arm around her and am about to reach up to give her a kiss, when my cell phone goes off. Groaning, I lean my head against her stomach. "And my co-workers wonder why we don't have kids yet. Oh, if only they knew." MJ laughed again as she grabbed my phone and handed it to me. "It'd _better_ be important," I mumble as I take it, despite not recognizing the number.

When I answer it, I hear Nightcrawler's hurried voice on the other line. "Parker, come quickly. I need your help. Leonardo is only semi-conscious, and I am not sure what more I can do for him, being as ill-equipped as I currently am. Bring smelling salts and bottles of water, and meet us on the roof of the movie theatre at Atlas Park."

_Hey God?_ I say in my head. _I was being sarcastic._

* * *

By the time I get to the rooftop, Leonardo looks like he's fully conscious.

"Aw," I crack as I land in front of him and Nightcrawler, "did I miss all the fun? Shucks, and I even broke out my good suit." From his seat on the ground, Leonardo looks up at me and offers a weak smile, his hand on his head.

"You're cracking jokes," he says. "That's great. That must mean that I'm not as bad as I feel." I notice that his voice is raspy, as though he was getting over a case of laryngitis. I really hope that doesn't mean that he had been screaming or anything. Judging by the look on Nightcrawler's face, I'm guessing that screams would be the least of my worries.

I crouch besides Leonardo and hand him one of the bottles of water I was carrying in a canvas bag. He gives me an appreciative glance, but says nothing as he takes it and begins gulping it down. Turning my gaze to Nightcrawler, I asked what had happened.

I see now that he's got a backpack of his own, which he brings to his lap as he shuffles through the books within. "I had made the trip into the city to visit an old friend of mine. Once in her house, I remembered that she had quite an impressive library herself, and asked if she would mind horribly if I devoted some of my visit towards research. Being the irresistible rapscallion that I am, she of course agreed. I soon stumbled upon an old Spanish text which, with her help, I managed to translate."

He takes out a large, dusty tome, which I imagine to be the book in question. "Since neither of us are native Spanish speakers, some of the finer points are still a little off. However, I have matched many of the details of recent events to the dealings of a certain group of demons. The 'incubation period' that we spoke of, the fabricated memories, and even the shadow puppets all seem to lead towards it being the work of these four mysterious beings. I am afraid that this is even more dire that I had imagined."

He opens up the book and shows me the text. It looks like something straight out of a musty old library specializing in demonology. There's a drawing of four inky black creatures standing around some sort of glowing orb that looks way too ominous for my liking. "Well," I murmur, "I don't know about you, but _I_ suddenly feel the need to stack up on holy water and silver."

"I am afraid that would be a wasted effort,"Nightcrawler says, turning the book back towards him. "It would appear that these are much more powerful than mere monster movie fiends. These are demons with a specific purpose, a task that they have been working towards for hundreds of years. If they are indeed the ones that have been causing the current trouble, then these creatures have been trying for centuries to raise an ancient evil and unleash it upon the earth."

"Boy," I mutter as I hand Leonardo another bottle of water, "you'd think these guys would come up with a new racket."

"The text is written in a heavy dialect," Nightcrawler continues, "which made the translation even more difficult. This _diablo antiguo_ is referred to on more than one occasion as _El Cucuy_. When I asked Amanda what this meant, she seemed confused. Some quick research told us that it is basically the Latin American equivalent of the Boogeyman."

"The Boogeyman?" I ask, skeptical. "You're telling me that a monster made up by adults to scare little kids is living in a Halloween shop and stealing turtles? Come on, Kurt, have a little more respect for my intelligence, okay?"

"Parker," Nightcrawler tells me, "you are a human spider talking to a blue-furred demi-demon and trying to protect four mutant turtle ninjas. I was not aware that doing some solid research would be considered an insult to your intelligence."

"And now I shut up," I respond. "Just as soon as I find out how it so happened that you encountered one rather parched reptile." I raise my eyebrow under the mask as I hand Leonardo yet another bottle of water, which he accepts thirstily.

"After pouring over the books as much as I could," Nightcrawler goes on, "I decided to switch on my image inducer and go back to the Halloween store. Now that I had several books with illustrations of particular artifacts, I had planned to keep a weather eye out for any strangeness. Upon entering the store, I once again began to show signs of an allergic reaction to the dust in the room. I had thought that perhaps this was a way by which a corrupt store owner hoped to minimize actual patrons, but I saw that there were several customers in the shop; I was the only one exhibiting any adverse reactions to being there. This actually seemed to mirror what I read about the _polvo tesnudar_ used by the Boogeyman's demons."

"_Polvo tesnudar_?" I ask.

"Sneezing powder," Nightcrawler clarifies.

"Whoa… so now there's a Boogeyman out there who uses cheap practical jokes? You're jiving me, yes?"

"No," Nightcrawler tells me. "It is not used for laughs. It apparently is a way by which the demons can weed out those who are worthy to become their new vessels. According to this book, those who exhibit some sort of reaction to the powder are 'of a different make' than most humans. Once these demons find individuals who react to the powder, they will then put them under a sort of hypnosis by way of… would you care to guess?"

"Shadow puppets," I reply grimly.

"Correct," Nightcrawler nods. "It would seem that this powder—which was cleverly disguised as dust as a part of the Halloween décor—is tuned to effect only mutants. I quickly scanned the store for signs of any of the turtles, being careful to avoid looking at the walls. I spotted Leonardo in the back, mesmerized by something that only he could see. I tried to snap him out of it, but it did no good. When I attempted to pull him away, he surprised me by putting up quite a struggle." At this, Nightcrawler rubs his chin. If it weren't for his shadowy pigmentation and the darkness, I probably would see a bruise on it. "We were drawing some rather unfortunate attention to ourselves, and so I teleported us up here. When we emerged, he was barely conscious and appeared very ill. That is when I called you to come."

We remain silent as Leonardo finishes off the last of the water and heaves a heavy sigh, apparently trying to pull himself back together. Once he centers himself, he looks up at Nightcrawler and I, both grateful and embarrassed. "Thank, guys. I'm sorry to cause all this trouble. Nightcrawler, I… I hope I didn't hurt-"

"It is already forgotten," Nightcrawler says as he waves it away. "Please, now that you are better, perhaps you would not mind telling us what happened, and what you remember." As he brings up the remembering bit, Nightcrawler glances at me, his golden eyes shining with concern.

Rubbing his head once more, Leonardo stares blankly out into the night as he recollects the recent chain of events. "After I left the two of you this afternoon, I went back to the lair. Donatello was checking Michelangelo's shell cell, and they were talking as though nothing was wrong. When I asked if anyone's seen Raphael, they both looked at me and told me that he was sick in bed, just like he had been for the past couple of days. I hadn't noticed him being ill before this, so I began to wonder if what you guys said about scrambled memories wasn't true for _all_ of us. When I went in to check on him, it also looked like he was injured, but he refused to fess up to it. After talking to him for a bit in veiled codes, I learned that he was thinking about what you and Wolverine had told him last night, about thinking that Donnie had gone missing. He said he couldn't understand it, and I could tell that he was more freaked out than he let on.

"Anyway, after a while, Don and Mike tell me that they're determined to get to the bottom of things and want to go check out the Halloween store. Raphael staggered out of bed and said that he wanted in, since he just _knew_ that there was something weird going on. I normally wouldn't have let him while he was in that condition, but you can't say no to Raph when he's determined. The four of us went to the Halloween shop, and Mike and Don led Raph and I to the back, stating that they had a feeling that the answer was back there somewhere. Raphael was sneezing up a storm, and I wasn't feeling too good myself all of a sudden, but we went ahead.

"I can't vouch for Raphael, but I saw these weird shifting shadows on the wall, and it looked like… it looked like they were performing something, like a play. I got closer to it, hoping to figure out what they were trying to say. I'm afraid that after that, my mind blanks a bit. It was like I was slowly falling asleep and snapped at Nightcrawler when he tried to wake me up. The more he pulled me away, the more ill I felt… and it definitely didn't help when he teleported me out of there." At this, Leonardo gives Nightcrawler a wry glance. "I could've sworn I told you never to do that again without my permission."

"My apologies," Nightcrawler says rather sarcastically. "The next time I see that you are under hypnosis and are about to be possessed by a demon to aid in the resurrection of what could be the ultimate evil, I will leave you be."

After they share a quick laugh, I bring up, "Okay, so I'm guessing you don't know where the rest of your brothers disappeared to, do you?"

"No," Leonardo answers. "To tell you the truth, I'm almost afraid to go home. If I was actually led into a trap—whether willingly or no—then maybe you were right about me finding someplace else to sleep. I'll have to call Master Splinter and tell him to get out of there, too, just in case they…." Realizing what he's saying, he lets out a frustrated sound. "I can't believe this! I'm running away from my own _brothers_. One of you, come on; tell me how I can fight this thing to make sure that I get them back."

"Right now," Nightcrawler tells him, putting a hand on the turtle's shoulder, "the only thing you can do is stay away from that store until we know more about this. I can hide you and your master back at the X-Mansion while Spider-Man runs his tests on the blood samples he's acquired-"

"Actually," I interrupt, "I'm not sure how much more I can learn." I tell them what I had discovered about the blood samples. This seems to make Nightcrawler _extremely_ ill at ease.

"Pardon me if I am not making the situation any cheerier," Nightcrawler tells us, "but I am only mildly disturbed by the fact that there appears to be a trap set aside specifically for mutants that seems to _mutate_ them even further. In fact…." As he trails off, he looks back down at the large book in his lap. "In fact, this seems to be ringing a bell. Perhaps… perhaps I should look over my translations just a little more carefully. Leonardo, I do not suppose that you understand Spanish, do you?"

Shaking his head, Leonardo replies, "_I'm_ proud of myself when I can order something from Taco Bell without making a fool of myself. I think Don might know a little, but that's because Don knows a little about _everything_."

"And if Don were here," I murmur quietly, "he'd be able to make better sense of those blood samples I found, and maybe even posit a helpful theory."

"Then it is clear," Nightcrawler says after a moment. "If we can only get one turtle back for now, it must be Donatello. Not only can we use his intellect to help us, but if he had really been himself when he called for Spider-Man's help, we have much to learn about what he had seen that night. Purging him of his false memories and bringing back the real ones must be one of our top priorities."

"That's great, Blue Boy," I tell him. "Just one little problem. The only way we're going to find a way to bring Donatello back so we could use his intellect… is if we actually _had_ his intellect. I don't know about you, but my knowledge of hypnosis and how to reverse it is just a wee bit rusty."

"We could convince him to come back to the X-Mansion with Leonardo and Splinter," Nightcrawler offers. "Then I can perhaps bring Emma Frost to him and she can use her telepathy to unlock the truth."

"Fantastic," I bring up, "but do you really want to go on a long trip upstate with a turtle who might just go all psycho demon on you at any minute? The second he—or whatever's _in_ him—suspects that something's up, who knows _what_ kind of a mess could pop up?"

"If I can make a suggestion," Leonardo intercedes. "Personally, I don't feel comfortable with the thought of hiding away in a mansion while some other people try to figure out how to save my family—even if saving the world _is_ what you guys are here for. So if I really _must_ hide out, I'd rather do it somewhere nearby, with someone that I've known for a long time and whom I can trust. In that case, I know just the person, and his intelligence rivals that of Donatello's. I can call Master Splinter to meet us as we head over there, and the two of you can talk this over with him. If we're in trouble, he's more than willing to help bail us out."

"Perfect," I say, rising to my feet. As I help Leonardo up, I ask him, "Does he live nearby, or should we use the trusty Webslinger Express?" Leonardo tells me that we won't be able to get to the place by webslinging, since it's in the sewers. With a groan, I slap my hand against my forehead. "The sewers? You're kidding! Who else can you possibly know that lives down in the sewers?"

With a smile, Leonardo responds, "His name's Leatherhead."


	5. Chapter 5

I think that it's a joke.

I mean, it has to be. How else can I explain a giant crocodile in a lab coat examining blood samples through a microscope… that _isn't _Doc Connors' evil alter ego, the Lizard? Guys who look like this aren't typically the good guys. Then again, I'm standing between a ninja turtle and a demonic mutant, so who am I to judge?

"Fascinating," the creature that Leonardo had introduced as Leatherhead finally says. "Your strange scribble, Spider-Man, wasn't too far off from what this sample actually looks like." I jokingly tell him that I've always had an eye for art.

"So what does it mean?" Leonardo asks, his arms crossed over his chest as he steps in besides Leatherhead. "Is there someone else involved in whatever happened on that roof? That creepy store owner, for instance?"

"I don't believe so," Leatherhead explains, finally tearing his eyes away from the microscope. "I don't doubt that the store owner probably _does _have a good deal to do with the odd happenings, but as Spider-Man managed to make out, this sample _does_ indeed come from one of your brothers. However, judging from the samples I have from the follow-up of that secondary mutation of Donatello's, there appears to have been a definite mutagenic modification that could not have stemmed from _him_. I don't quite understand it, as it's like nothing I have ever seen. There is one cell in particular that… wait… Mr. Nightcrawler, was it?"

"_Ja_?" Nightcrawler answers.

"You told me that this X-Men group that you belong to is a team of 'human-mutants,' didn't you?" Leatherhead asks, looking at Nightcrawler curiously. "What precisely does that mean?"

"Human-mutants," Nightcrawler clarifies, "are normal humans who are…." He trails off, realizing why Leatherhead found this fact interesting. "…who are born with a different gene. It has been coined the X-gene, and tends to appear in select humans during puberty. Recently, scientists have found a way to isolate it, in an effort to do away with my kind."

"And in isolating this X-gene," Leatherhead continues, "can it not also be used in other experiments? Such as _introducing_ it into the body rather than extracting it?"

"I suppose," Nightcrawler replies hesitantly. "But I am afraid that my knowledge of the subject is limited. Perhaps my friend Dr. McCoy could be of some assistance, as he is the leading authority on mutant genetics. What little I _do_ know, however, leads me to believe that what you are insinuating is an impossibility. Human science has not evolved to the point where any researcher would feel confident enough to willingly inject a creature with the X-gene. There is still so little known about it that the results may be potentially catastrophic."

"Who said anything about _human_ science?" Leonardo asks.

No one says anything for a moment. Having been silent long enough, I bring up, "Okay, whoa. Are you trying to say that there's a mad human-mutant scientist out there conducting experiments on your brothers? Because… uh…." I pause, then admit, "Actually, I can swing with that."

Not liking my concession, Leonardo appears visibly distressed as he begins pacing the subterranean laboratory. "So what have we got so far? Mike and Raph have been frequenting that store, and then Donatello gives you a call for help. Why you? Why not me?"

"He was probably scared," I tell him. "I mean, if Mike and/or Raphael turned against him, he couldn't be sure that _you_ wouldn't either. Since he knew that I was aware that something was up, calling me probably seemed like the logical thing to do."

"Okay," Leonardo agrees. "That's fine. I can accept that. So that would mean that Donatello was still, presumably, not under anyone's influence at the time he called you. The spilled blood, according to Leatherhead, doesn't belong to Don. If something _is_ messing with my brothers' DNA, then that means that this blood is either Raphael's or Mike's, and Donatello found that he was forced to defend himself."

"Sorry to burst your theoretical bubble," I say, "but that's not very likely. When Wolverine found the staff, there was no blood on it; only on the ground. Unless Donatello had taken the pains to take a knife or some shuriken with him, it isn't likely that he inflicted any harm."

"Now that you mention it," Leonardo contemplates, "drawing blood was never Don's style. And the only one of those three with a weapon that could readily draw blood is… Raphael. So maybe Raphael _isn't_ involved, especially since he seems as confused as I do. It's possible that he was trying to protect Don instead… but from Mikey?"

We fall silent once again, trying to wrap our brains around this. My spider-sense suddenly alerts me to another presence approaching. We had been expecting Splinter… but from what I can tell, he's not alone.

I look up at the others and put a finger to my mouth, signaling for them to be quiet. Leatherhead looks confused, but Leonardo gives him a shake of the head as he soundlessly unsheathes his swords. I jump just above the doorway, crouching on the wall in anticipation of the new arrivals, and Nightcrawler teleports himself off to a distant corner of the room.

"Hey guys, what's up?" I cringe, recognizing Donatello's voice just before he and Splinter enter the lab. "I encountered Sensei on his way out, and he said something about paying Leatherhead a visit. Anything wrong?"

Leonardo and Leatherhead look at one another out of the corner of their eyes. Slowly putting his weapons away, Leonardo says, "We're not sure. I'm still investigating that whole thing that Spidey and Nightcrawler were telling us about."

"Spider-Man?" Splinter asks, alarmed. "I was not aware that you have had recent dealings with him, my sons. What is the situation?"

"It's nothing, Sensei," Donatello nearly laughs. "Spider-Man apparently thinks that I've been turtle-napped… despite the fact that Leonardo could vouch for me never having left the lair yesterday."

"I never said that," Leonardo interrupts. "I only said that you had built your hydraulic system so quickly that I doubted you would have had the time to be abducted." Looking at Splinter, Leonardo asks, "Sensei, have _you_ noticed anything strange going on lately?"

Splinter's quiet for a moment before stating, "I have noticed the company of two individuals who would wish to make themselves invisible to one who is a master of invisibility." He glances behind his shoulder, catching sight of me clinging to the wall.

"Uh, hi," I wave as I jump down. "Just thought I'd drop in. How's it hanging, Splinter? And ignore the puns." After a moment, Nightcrawler _bamfs_ besides me, his hands folded behind his back as though in a gesture of timidity.

"Um, guys?" Donatello murmurs as he looks back at us and then towards Leonardo and Leatherhead. "I've got the impression that I've just been conned. Someone tell me that I'm losing it." Splinter tells us that he assumes that there is a reasonable explanation for all of this.

The four of us look at one another. When Leo had called Splinter, he had asked if he was alone. When Splinter affirmed that he was, all Leonardo said was to meet him at Leatherhead's as quickly as possible. There was no way Splinter could've known that Donatello was one of the _last_ people we wanted to see before we formulated a plan.

"Please, permit me to explain," Nightcrawler finally says, stepping towards Splinter. He smiles kindly and glances at Donatello. "Donatello, there is a chair over there. Sit down as I try to go over everything, yes?"

Donatello tries to object, clearly not liking how it seems as though we're all suddenly ganged up against him. "Do as he asks, Donatello," Splinter says, never taking his eyes off of Nightcrawler. "I suspect that there is much to be learned from Nightcrawler." Leonardo gently takes Donatello's arm and leads him towards the chair. Though he's obviously on edge, Donatello allows himself to be sat down, though I notice that his hands are nervously clenching the arms of the chair.

"Your pupils seem to have fallen into a habit of temporarily disappearing," Nightcrawler explains. "They always have alibis, but Spider-Man and I have reason to believe that these alibis are less than trustworthy. That is not to say that it is _them_ that we do not trust. _I_, for one, believe that the answers we seek may very well lie within Donatello's head. It is actually rather fortuitous that you would bring him here, then, as we were going to ask your advice on how to glean these answers."

"Whoa, hold on," Donatello jumps in. He tries to rise, but is discouraged and more than a little frightened when Leonardo keeps a firm hand on his shoulder to make sure he stays seated. "What are you talking about? I told you, everything I remember is _real_."

"What is this?" Splinter asks, looking at Donatello sternly. "You have been accused of something by two that you consider allies, yet did not even inform me of your meeting with Spider-Man and Nightcrawler? That seems rather unlike you _both_, to leave me in the dark."

"In my own defense, Master," Leonardo brings up, "I was simply afraid that saying anything about this in front of the others would spark some sort of argument. With Raphael being ill, I didn't want to-"

"Raphael is ill?" Splinter interrupts, surprised. "How long has this been so? I do not recall him missing training." Donatello seems confused as he tells Splinter that Raphael's been sick for days. Surely he knew? Splinter shakes his head, though. "He appeared well enough during yesterday evening's training session," Splinter tells Donatello.

The seated turtle looks down, thoroughly perplexed. Leonardo squeezes his brother's shoulder. "_Now_ are you convinced that there's something weird going on? As far I know, Raphael was in top shape up until today. And yet, he could hardly even walk when we dragged him up to the Halloween shop tonight."

Donatello quickly snapped his gaze back up towards Leo. "Halloween shop? You went to the Halloween shop today?" Leonardo quickly looks up at the rest of us before telling Don that they had_ all_ gone to the shop, and it had been _his_ and Mike's idea. Donatello looks down once again, finally realizing that there probably _is_ something wrong with him.

"It is clear, then, that something most peculiar has been going on," Splinter concludes. He turns back to look at Nightcrawler. "Tell me, my friend, how exactly do you propose to use Donatello to find your answers if he is not even able to identify fact from fiction?"

Nightcrawler responds, "It was my hope, sir, that _you_ would be able to tell me. During our last meeting, the turtles told me about your wisdom and your great mental strength. I believe that most of your sons have been placed under a form of hypnosis. If such is the case, there is a very real chance that the answers we seek may still dwell within Donatello's subconscious."

Donatello makes another scared sound. "Hypnosis? You mean you want to try and hypnotize me? Oh, but I _hate_ being hypnotized. It makes me feel so… so… helpless."

"I know what you mean, Donnie," Leonardo tells him, "but if it wasn't for Nightcrawler, _I_ would've been put under someone's mind games, too. If we don't figure out who or _what_ is causing this, then we can bet that we're _all_ in for a heap of trouble." Lowering his voice, I hardly hear him plead, "_Please_, Don. We need that brain of yours."

With a worried sigh, Donatello finally slumps his shoulders. "Fine. Do what you've got to do. Lay it on me, Sensei. Let's hope you don't find anything."

As Splinter moves towards Donatello to begin the hypnosis, I stand besides Nightcrawler. "Hey, are you sure that this is going to work? I mean, If we're dealing with evil demons, won't their methods of hypnotism be a little more advanced than what Splinter can counteract?"

"All hypnosis is based on the same principles," Nightcrawler answers. "Besides, they are demons. I would gather that their methods are actually more _archaic_ than what Splinter has dealt with before." His eyes narrow slightly as he throws in, "Also, I imagine that hearing the voice of one that he considers his father may help to bring back any of Donatello's lost memories." I consider this and close my eyes, asking the Man Upstairs to make sure that his loyal blue servant is right about this.

"Donatello, can you hear me?" I open my eyes to see Splinter gazing down at Donatello. Don looks thoroughly dazed, so I figured that my prayers made it impossible for me to watch the hypnotizing process. Darn, and I was _so_ hoping to use it on my students so they'd all turn in their papers on time.

"Yes," Donatello responds, sounding just as spaced out as he looks. Splinter asks him what he remembers from the night before, and Donatello mechanically tells us the story about working on his hydraulic whatchamacallit. Splinter and Leonardo exchange glances before Splinter returns his attention to his seated student.

"My son," Splinter says patiently. "These recollected events do not seem to ring true. Someone has placed a wall around your mind, and these memories are but murals painted upon it. Concentrate hard, Donatello. Do you see the wall?"

I tilt my head. My knowledge of hypnotism is right up there with Nightcrawler's know-how concerning quantum physics, but I manage to make out that Splinter's attempting to create a tangible picture within Donatello's mind. That'll at least give him something to work with. "Yes," Donatello says again. "I see it."

"Good," Splinter replies. "Now listen to me. I need to you to approach this wall and destroy it. I need you to see what lies behind it and tell us what really happened yesterday. Do you understand?"

"I… I can't," Donatello murmurs, suddenly frightened. "My bo… I can't break through something like that. It's too big, too powerful."

"It is not your bo that must break through," Splinter tells him urgently. "You must use the sheer force of your mind to make sure that not a single shred of the wall is left. You _must_ do this, Donatello. Michelangelo and Raphael depend upon you to see the truth and relay it before it is too late. Surely, your fear of whatever may lie behind this wall is not greater than the fear of what may befall your brothers, is it?"

"It is." Splinter and Leonardo both appear shocked by Donatello's answer. "It is. God help me, but it is. Because if that wall goes down, I can hear. I can hear him screaming. His screams ringing in my head, following me everywhere. Oh God, his _screaming_!"

Splinter has to hold Donatello in place as he begins thrashing. Leonardo takes a step back and asks what he can do. Splinter merely shakes his head, his entire concentration on Donatello. "Listen to me, Donatello! Focus on the sound of my voice. I have been there for you since you first gained sentience, and I will not abandon you now. Do you understand? Donatello, do you _understand_?"

He needs to raise his voice because of the shrill whimpering coming from Donatello's mouth. Leonardo and Leatherhead both look equally pained, and I can't help but cringe. I've never seen any of the turtles act that way, and I would have never thought that I'd see the one that is bound to logic and reason behave like a small, frightened child. "_Mein Gott,_" Nightcrawler whispers besides me. "What in the Lord's name has been done to him?"

Splinter's crouching in front of Donatello now, pinning his arms to his sides. Donatello's eyes are squeezed shut and he's arching away, as though putting space between him and Splinter would put more space between him and this wall. "Donatello, I am allowing you to step away from the wall. Just turn around and take ten steps back. Go ahead and do so, and breathe deeply. It will make you feel better to turn your back on it for a moment as I speak to you."

Panting, Donatello nods his head. I gather that he's following his sensei's orders in his mind, and I can see his chest erratically rise and fall as he tries to steady his breathing. "I assure you," Splinter continues, "whatever lies beyond this barrier is not worse than the pain you will feel should something happen to your brothers. I know you well enough to know that you will suffer greatly should something happen to either one of them, and so it is for your sake as well as theirs that I beseech you to find the courage that you have often shown throughout your life. Feel my hands here, upon your hands. Know that I am with you here in the physical realm, as are several of your friends. No harm will come to your body, no matter how terrifying the sight before you may be. If you do not consider yourself strong enough to break the wall, then at least allow yourself to scale it and report what you see. Please, Donatello. We will not let you come to harm, and you will be helping to quell a grave danger."

Donatello says nothing for a long time. He just sits there, shuddering in the chair. I can see tears streaming from his eyes, and I wonder how they could have possibly fallen, considering how tightly shut he has them. _I'm going to fight this_, I resolve. _Even if I have to let my spider-sense burn away at my skull, I'm going to track down those stupid little demons that made Donnie this scared, and I'm going to send them back to wherever they came from. _No one_ messes with my reptilian counterpart. No way!_

"Spider-Man." I blink, hearing Donatello murmur my name. Oh no. Don't tell me that I'm involved with this and someone's been messing with _my_ memory, too?! I calm down considerably when he continues. "I saw him on the security cam after training. Raph said that he'd go and see what he wanted, and before I could turn around… he was gone." He stops, suddenly groaning and putting an arm around his stomach, as though he's going to be sick. His sensei gently tells him to go on.

After a moment, he obliges. "When I caught up to him, Spider-Man told me that something weird was going on in the Halloween store. I wanted to go check it out, but Raph convinced me that we'd be better off doing it later, after we went over everything with the others. But he… I… forgot to bring it up. Forgot until later that night.

"I was at my computer, and I realized that we never mentioned it and everyone was already asleep. And like he read my mind, Raphael was suddenly right besides me, telling me that we might as well go scope things out, since we were the only two up. But I could have sworn that… when I shut my computer, the reflection on the monitor… it wasn't Raph. It was, but… but it wasn't.

"I figured I was just tired, so I went ahead with him. I felt like we were being followed, but Raph said that I was just paranoid. Every time I stopped and turned around, I _knew_ we were being shadowed, but I couldn't see anyone. When we got to the Halloween store, Raphael tried the front door. Even though it was past three o'clock in the morning… it was open. We just walked right in. And Raphael headed straight for the back.

"I couldn't move, though. Something was definitely off about this entire thing, and I called to Raph to come back. He didn't listen, but he never does. I turned around and moved to leave, but a heavy hand fell on my shoulder, spinning me around. It… I think it was a man. He was huge, and he had a gray face and this… this awful _grin_." Donatello shudders again, seeming to need a moment to regroup. Splinter grasps his hand comfortingly, silently encouraging him to continue.

"He told me that I couldn't leave. He had two, and he needed four, but before he could have four, he'd need a third, and that was me. I lived in my machines, I depended on them rather than on people, and so I'd be the famine. It was so perfect the way we all fit into the molds. I had no idea what he was talking about, and I realized that he was dragging me to the back of the room. Raph… Raph was there but… he was gone. He was there and gone at the same time and…. Oh God."

"Donatello," Splinter says insistently. "Please, go on."

It breaks my heart to see Donatello suddenly let out a sob before he continues. "It was something else. Something _in_ him. And there were shadows on the wall and they tried. They tried to bring me towards them. But I broke out of the man's grip and ran. I headed towards a door, and it led me up. I could feel the shadows on the wall reaching for me, brushing past me as I ran. I went up and up, until I finally broke out onto the roof. It was cold. So cold, even though there was sweat pouring down my face. I tried to figure out what I should do, and then… something came up. It went right through the roof without disturbing the concrete at all. And… oh God. And it was Raph."

The hair on the back of my neck stands up on end as Leonardo gently puts his hands on his brother's shoulders, trying to still him as he begins to flail again. "He said he didn't want to hurt me. He needed me. He called me his brother, and said he needed me intact. But whatever was in him… I could see that it was squirming. Like it wasn't comfortable in his skin yet. I told him to fight it. I begged him to. I've never been more scared in my life, and I think he saw that. And he stayed still. For a long time, he didn't do anything, like he was waging a war inside of _himself_ rather than doing anything to me.

"And then… oh God, God, he started the _screaming_. And I knew it was him, it was really Raph, but it didn't sound anything like him. I felt like my head was splitting, but I knew that no one else would hear, because it was a commercial area and everything was closed. He took out his sai, and I fell back, thinking that he was going to attack me. But then… he stabbed _himself_. Hard, right in his sides. He kept yelling, 'Cut it outta me! Somebody just cut it outta me!' And I couldn't do anything but feel sick as I watched him bleed himself, hoping that whatever was inside would just leave.

"He screamed again as he turned and jumped off the rooftop. I should have gone, I should have seen if he was okay, but I knew that somebody needed to know that something was wrong, in case something happened to both of us. So I called Spider-Man. I kept dropping my shell cell, but I managed to yell something at him. But it didn't work. I was cut off. Because it was too late. So very late."

The familiar buzzing in the back of my head starts going off as Donatello's tone of voice changes. Instead of the terrified quiver that he had been using for most of his story, he started sounding just a little… amused. _Oh crap. Oh, this can't be good._ I pull Nightcrawler back, trying to motion the others away as Donatello continues speaking. They're too engrossed in what he has to say to look up at me, even though it's clear that they know that something's wrong.

"It doesn't take long for me to get used to the situation," says whatever's talking through Donatello's mouth. "I had hoped to be in control of War, but Famine has its benefits. The intelligence that courses through me is quite a refreshing change. When I went to check in on my former charge, I saw him stumbling through the streets. He soon encountered Pestilence, who did his job quite well."

I whirl around, hearing something approaching Leatherhead's laboratory. The shadows along the wall look frighteningly familiar. Nightcrawler breaks away from me and breathes out something in German, and I don't exactly take that as a good sign.

"We need but one more," says the thing that used to be Donatello. My head hurts as I turn around to look at it. Though I can't explain it, I now know what Donatello meant when he said that Raphael had been him but _not_. He sneaks a sly glance up at Leonardo, who had backed away from him. "Brother, your throne awaits."

"Spider-Man, grab Splinter!" Nightcrawler yells. He teleports away as Splinter suddenly gets kicked away, straight towards me. Donatello lurches up from his chair, throwing it at Leatherhead as the crocodile attempts to intercede. Leonardo cries out and unsheathes a sword, but doesn't get the chance to use it before Nightcrawler appears behind him and takes hold of both him _and_ Leatherhead, getting them out of there in a puff of smoke.

Knowing that it might take a while before Nightcrawler finds some place safe enough to stash Leo and Leatherhead, I take Splinter and web-zip towards a corner of the room as Donatello attempts to throw a table at us. I tell Splinter to hang on to me as I begin to climb the wall. The lab is more-or-less a ruined sewer tunnel anyway, so I'm hoping that there might be someplace to go up above. Finding a ceiling not too high up, I discover that I'm wrong.

Splinter and I look down. Donatello's walking towards Michelangelo and Raphael, who are staring up at us grimly. Again, it's obvious that they are _not_ your average teenage mutant ninja turtles. The three of them look at one another, and I realize that they're upset over losing Leonardo.

I shudder as they look up at Splinter and me in unison. Raphael steps in front of his brothers, and I ask, "Uh, guys? Is story time over?" My spider-sense is flaring, but there's nowhere I can go. They're blocking the only exit, and sneaking past ninjas is pretty hard. Especially when they're staring straight up at you while you're clinging to a wall.

Raphael lifts his hands and mutters, "Pests," just before clapping them together. From that single clap, a bright yellow light shines. Splinter and I both make alarmed sounds as we realize that it's a large explosive fireball, and it's headed straight for us. I flip off the wall onto a nearby bookshelf, hoping that the trajectory wouldn't get us at this new spot. I don't get the chance to see if that move would've saved our lives, though.

I hear a _bamf_, feel a hand grab my shoulder, and Splinter and I get teleported out of there.


	6. Chapter 6

I'm trying my best to resist the urge to vomit, mostly because vomiting with a mask on would be pretty bad.

"Thanks, Nightcrawler," I moan, finding myself lying on the grass in another park. "Bumpy ride though. Can I suggest that you install barf bags into your X-Men uniform?" I don't get an answer and force myself to look up. "Kurt?"

Leatherhead is kneeling besides Nightcrawler, who's on all fours and seems to be panting. "I suspect," Leatherhead says, "that all of the excitement has severely weakened your friend. Should I find a safe haven for him?"

"It is all right," Nightcrawler gasps, slowly making his way up to his knees. His face is sweaty and, despite his indigo complexion, he looks a little pale. "I expected this much. Teleporting more than one person at a time has the tendency to drive me a little off-center, and so doing two such trips in succession has taken a bit out of me. I will be all right in a moment."

"Donnie." I look up to see Leonardo sitting back on his heels, looking a little shell-shocked… pun definitely _not_ intended. Splinter is sitting besides his son, his head in his hands. "I just can't believe…." Leonardo starts again. "Donnie… what happened to him? What was all that about Famine and War… and… and Pestilence?"

"I was a fool," Nightcrawler groans. He still has his backpack on and slides it off of him, looking at it reproachfully. "A stupid mistranslation, and it almost put us all in incredible danger."

"What are you talking about, Elf?" I ask him as I manage to get myself into a sitting position. "And ease off the guilt trip, buddy. That's _my_ game."

For once, it doesn't look like Nightcrawler's in a joking mood. Leatherhead helps him to sit up and, though he doesn't seem to have the energy to look at his books, Nightcrawler puts a hand on his bag. "There was a word in the text that Amanda and I could not translate. We could make out the root word for 'horse,' but we ended up translating it as a 'workhorse,' thinking that these demons were looking for labor slaves. Now I see… it was not workhorses that they were looking for. They were looking to _become_ horsemen. The Four Horsemen, to be more precise."

"Four Horsemen?" Leonardo asks.

"The book of Revelations," Splinter mentions. "There is much literature surrounding the four ghostly figures that appear in the final book of the Bible. I had always presumed, however, that they were merely metaphorical. Are you insinuating that they-"

"Oh," I butt in, finally making the connection. "Oh, not him. _Not_ prepared for that. The Four Horsemen is one thing. But… Apocalypse? Are we dealing with Apocalypse?"

"The end of the world?" Leatherhead inquires.

"If only it were that simple," Nightcrawler responds. "Apocalypse is not an event, but an actual being. He is possibly the oldest living mutant, and he is determined to rule the planet and eliminate all those that he considers 'inferior beings.'"

Leonardo asks if he means humans, and Nightcrawler shakes his head. "Again, that would make things simple. There are many mutants that he considers to be little more than a waste of oxygen, and I know of many who have had their lives forever ruined because of his scheming. He is one of the X-Men's most dangerous foes, and I am afraid… oh, oh _now_ the translations begin making sense!"

He somehow manages to stumble to his feet and begins a strange stagger that I eventually realize is a nervous pace. "The four demons in the text wish to be the next generation of Horsemen, which Apocalypse has been fond of creating from painful genetic modifications on mutants. _That_ is why they seek us out rather than the humans. They want to take over the bodies of individuals that they know to be strong and powerful. And, most likely, they took a special interest in four brothers with a genetic make-up that is so very unlike the mutants that Apocalypse traditionally uses."

He stops, looking down at Leonardo. "Donatello appears to have been predestined as Famine, the Horseman that can turn any organic material into dust. From what I had seen, Raphael became War, who can cause powerful explosions just by clapping his hands. Michelangelo… it would appear that when Raphael resisted the demon, Michelangelo came along and acted as Pestilence, making him ill and thus weakening his resistance."

Nightcrawler says nothing else for a long time. Finally, Leonardo stands. I think he probably has a good idea of what's going on, but he still asks, "What about me? They already have three Horsemen; what happens when the fourth demon finds its mark?"

Nightcrawler gives Leonardo an uneasy glance. He eventually looks down and sighs. "You _do_ fit the molds quite well. It is remarkable." Returning his eyes to Leonardo, he answers, "The Horsemen now only await their leader. Death."

Oh yeah. How very coincidental. Four Horsemen, and four ninja turtles that apparently fit into the Horsemen archetypes. When I find the comic book writer that rules my life, remind me to steal his pen.

Leonardo and Splinter both remain quiet, appearing to be in deep contemplation. Leatherhead rises to his feet and looks to Nightcrawler. "Forgive me for not having as much expertise in biblical matters, but… what exactly will happen if Leonardo is captured and turned into a Horseman?"

"May I hazard a guess?" I ask. "Fire, brimstone, maybe a little antichrist action?"

"Oh, do not be ridiculous!" Nightcrawler tells me. "Apocalypse has little to do with the Scriptures, and only uses their namesakes because of their dread symbolism. If Leonardo is indeed ensnared, it will _not_ be the end of the world. …unless, of course, Apocalypse succeeds in using the turtles to kill us all."

"That's _not_ going to happen," Leonardo tears in determinedly, his hand balled into a fist. "Whoever this 'Apocalypse' creature is, he is _not_ going to get me, nor is he going to get away with whatever he's done to my brothers. We'll find a way to get them back, and we'll take him down in the process."

Nightcrawler awkwardly clears his throat. "Yes, well… perhaps I should warn you, my friend. Though Apocalypse is a little bit younger than the Devil, he is still rather ancient, powerful, _and_ evil. Combine that with the fact that he is a metamorph and can change his body into _any_thing he wills it to be, and I should hope that you have a very good plan before you attempt to attack him with nothing but those little knives upon your back."

"I would like to raise a point," Leatherhead says. "We were able to break through to Donatello, if only for a few minutes. If his story could be trusted, then whatever spirit it was that entered his body only did so because Raphael purposely injured himself."

"Leatherhead," Leonardo cries out, "I'm _not_ going to stab each of my brothers in the vain hope that-"

"Silence, Leonardo," Splinter tells him. "Let him finish."

"Thank you, Splinter," Leatherhead continues. "I would never ask that you purposely cause even the most minute harm to your brothers; at least, not unless we knew for certain that doing so would end this once and for all. Rather, I found it interesting that this same spirit that lost control of Raphael also managed to lose enough control of Donatello to allow us to learn all that we have. I'm wondering, Mr. Nightcrawler, if it would be possible to conduct more research on these spirits and see where they came from. It would appear almost as though they have rather distinct personalities, which may provide useful information in fighting against them."

"Actually," Nightcrawler brings up, "they are _demons_, not spirits. And, as it so happens, I think that may just help us out even more. Your observation is most interesting. I wonder if the demon that is currently possessing Donatello isn't one of the weaker ones, or at least one of the more temperamental. If that is the case, then perhaps it will not be too difficult to completely free Donatello of its grasp."

"More good news, boys," I realize. "If that demon was initially in Raphael, then that means that whoever's possessing the old hothead only just managed to gain control of him recently. In fact, if Raphael's still as sick as Leonardo says he is, maybe we've got just enough of a chance of freeing Raphael as we do Donatello."

No one says anything for a moment. Splinter at last rises to his feet and brings up the fatal flaw in our reasoning. "All this is well and good. However… what of Michelangelo? Can he not be saved?" He and Leonardo look to Nightcrawler, already expecting him to have all the answers.

"I… I am not sure," Nightcrawler reluctantly admits. "From what I can gather, it would seem that Michelangelo has been possessed by the same demon since the very beginning. As such, this demon's grip is probably the strongest."

"Not to mention," I throw in, "if it's Pestilence, it's going to be a little hard to get close to him without feeling like we've got every illness in the book, from influenza to athlete's foot." There's another pause in the conversation. This is getting way too solemn for my tastes.

Thankfully, Nightcrawler grabs his backpack off the floor and begins to walk. "Come, follow me. I am of the opinion that these demons—whatever their current weaknesses might be—will become stronger if they manage to get their hands on their leader. Death has always been the most cunning and heartless of the Horsemen, and I would much rather have Leonardo on our side than on theirs."

Leonardo asks where we're going, even as the group of us follows after Nightcrawler. "We are going to find a vehicle," he tells us. "And then we will drive it as quickly and as inconspicuously as we can to Westchester. The only ones who can help us now are the X-Men." He looks back at me and tells me that I don't have to join in. This was likely to get ridiculously dangerous and he'd completely understand if I-

"Put a sock in it, Bamf Boy," I interrupt. "The turtles were _my_ friends first. And after seeing what happened to the majority of them, there's no way I'm going to let some super-powerful, antediluvian, megalomaniac metamorph get his hands on Leo. You read the ancient texts, and I'll be the bodyguard."

"_We_ shall be the bodyguards," Leatherhead proclaims. "Donatello is one of my truest confidantes, and seeing him in so much pain is not something that I take lightly. I'll do all I can on the scientific front to see if there isn't a way I can study the X-gene and learn how to reverse its effects after being forcibly introduced into the bloodstream of someone like me or Leonardo."

"Scientific minds abound at the Xavier Institute," Nightcrawler smiles. "I take it that you will form a strong kinship to Dr. McCoy. If there is any way to further explain the genetic aspect of our troubles, then he is the mutant to turn to."

"Dr. McCoy?" Leonardo asks. "Another mutant? Does he actually have his doctorate, or is that just a nickname for him?" Nightcrawler replies that Beast—which is Hank McCoy's codename—does indeed have numerous doctorates for more areas of science than he can even pronounce. Leonardo seems to think about this for a second before saying, "Donnie would love to know how a mutant managed to get a degree. He probably looks pretty human, huh?" Nightcrawler and I can't help but burst out laughing.

"Let's put it this way," I tell him, "if all _your_ friends are green and reptilian, then all of _mine_ are blue and furry."


	7. Chapter 7

"Interesting. Interesting, indeed."

"Hank," I remark, my arms crossed over my chest as I sit on a stool in the lab. "You can examine their DNA for your own amusement later. Right now, we're actually on something of a schedule. Armageddon tends to get me a little antsy."

"How many times must I tell you?" Nightcrawler asks wearily without looking up from his book. "Armageddon is the final battle between God and the Devil. Given our current circumstance, I would hardly think it appropriate to compare-"

"Kurt," I tell him. "Book. Read. We've got some turtles to save, remember?" He offers me a wry glance before going back to his studies. I keep my eye on Hank McCoy as he examines a fresh blood sample from Leonardo. The turtle in question and his sensei are both sitting cross-legged on the floor, obviously meditating. Leatherhead's decided to stick close to the large, blue-furred Hank, probably seeing him as a mammalian foil to both him and Donatello.

"I've heard that the turtles paid us a brief visit once before," Hank murmurs, standing straight and putting his glasses back on, "but no one told me that they were quite so _unique_. An actual genetic amalgamation of both reptile and human DNA, merging together so perfectly that the subject takes on the best attributes of both species and nearly none of their weakness."

"Yeah," I tell him sarcastically, balling my mask up in my hand. "The only weakness these guys have is the knack of stumbling across all of the most dangerous enemies in the book. Mother Nature's a funny type of gal."

Hank gives me a small smile as Leatherhead looks through the microscope. "And who among us can say that he hasn't attracted his fair share of personal nemeses? As Emerson said, 'He who has a thousand friends has not a friend to spare, and he who has one enemy will meet him everywhere.'" I thank him very much, telling him I'll look for him at the next big poetry slam.

"Have you come up with anything, Dr. McCoy?" Leonardo asks, looking up from his meditation. Though Splinter hasn't moved from his position, Leonardo is visibly worried. "The longer we stay cooped up in here, the stronger a hold those demons have over the others."

"And the greater the likelihood that they can find us," Nightcrawler informs us. "If your communicators have a tracking device within them, I would not put it past them to activate it and find out where we are."

"The shell cells don't work," I remind him. "Remember? They were dead when we checked them."

"All but Leonardo's," Nightcrawler says, finally looking up at me. "And his friend's. Casey, was it? There is the very distinct possibility that, if these demons possess the mind control over their hosts that this book seems to be suggesting, then Donatello or the others can very easily coerce Casey to lead them straight to us."

"Thanks for telling me," Leonardo says, hastily climbing to his feet and reaching for his shell cell. "I wished you'd said something _earlier_, but hey, I might as well take what I can get." Nightcrawler sarcastically tells him that _he's _the brave leader; _he_ should have thought of it. Since he's not looking at Leonardo, Nightcrawler can't see how much his sarcasm hurts the turtle.

"Hank," I say as Leonardo takes Splinter's shell cell and tries to find some way to get rid of them. "Got anything that can scramble the tracking signal? I'd rather they _not_ be forced to destroy their main means of communication with their friends. If those demons try to get to Casey or April-"

"Then I'll be forced to momentarily forget that they're inside my brothers," Leonardo finishes darkly. "Raphael managed to _fight_ the thing that was controlling him. If he won't fight back knowing that he's about to do something terrible to Casey… then it's too late. So help me, if it's too late, then I'm going to have to make myself stronger."

"I must warn you against resigning yourself to that, Leonardo," Hank tells him, stepping towards the turtle. Putting a hand on Leo's shoulder, he reaches out for the shell cells with his other hand. "We have fought Apocalypse and his Horsemen before. Yes, the battles were often terrible and some people walked away scarred… but they _did_ walk away. We even managed to retrieve a fellow X-Man named Archangel, who had temporarily served as Death. So you see, fighting this possession is simply a matter of will."

"It _was_, Henry," Nightcrawler whispers, standing with his book. "However, I feel that this is vastly different from our previous encounters with the Horsemen." We turn to look at him, and I tell him that my spider-sense should be tingling, given the tone of voice he's using.

"It is true that we have managed to return people such as Archangel, Polaris, and even Wolverine from Apocalypse's grip," he tells us. "However, let us not forget that the turtles are of a completely different stock from the rest of us. Someone knows this, and someone is exploiting this. Donatello, Raphael, and Michelangelo have been fundamentally altered, _along_ with being possessed by demons. Up until now, the Horsemen have either been brainwashed or worked for Apocalypse of their own free will. Never have members of the supernatural been involved."

"So what does this _mean_?" Leonardo asks, aggressively approaching Nightcrawler. "Everyone here has been marveling over my genetic structure and talking about possession and willpower, but no one's giving me a clear idea of what needs to be done. Science and the supernatural are mixing together and are stealing my brothers away from me! Stop giving me more reasons to lose hope; just tell me what I need to _do_ to get them back!"

"Hey, whoa," I say, stepping in front of him and putting my hand on his chest to keep him back. "Chill out. Relax, meditate, do what you need to do. We're working on finding an answer. Sorry to make everything look so bleak and dismal, but that's the way things _are_ right now. You can either freak out about it, or you can accept that and use it as motivation to keep your head on straight." Firmly grabbing his shoulder, I look him in the eye. "We're a team, remember? We don't let one another down. I said I'd help you. That's what I'm going to do."

I have to admit, Leo's scaring me. He was practically yelling just a second ago, and I can see the panic hiding just beneath the surface. From what I can tell, he's dealt with scientific experimentation before. He's dealt with mystical forces before. But those two things are now joining forces to create something completely new and unfamiliar, and this new enemy's already taken down all of his brothers, right under his nose. He knows that if it gets to him… well, he knows he _can't_ let it get to him. And I know it, too. And I won't let it. I think he sees that in my eyes.

"The only way to do this is to think things through logically." I look back at Leatherhead as he speaks. "The trio are both possessed and genetically tainted. The only way to get them back would be to purge them of both these demons and of this X-gene that has been forced into their systems. We already know that human science has come up with a way to purge the gene from a person's body in the effort to limit human-mutants. With this blood sample of Leonardo's, Dr. McCoy and I can begin testing ways to expel the gene."

I'm about to say that figuring out how to create that dreaded "mutant cure" on an entirely new species of mutant might take _months_, but I hold it in for Leonardo's sake. Instead, I merely tell him, "I don't think we've got the time for that, Leatherhead."

"Perhaps not," Nightcrawler brings up. "But their mutations were not induced through actual scientific testing, so far as I can tell from my readings. I have come to the conclusion that these demons actually have something of a nearly-gaseous body, and it was the merging of this body with that of the turtles' that introduced the corrupted X-gene into their bloodstream. Exorcising these demons may be enough to at least get them back into their right minds, which will enable us to study them enough to turn them back to normal. Our only hope is to get to them before Apocalypse does."

"Before Apocalypse?" I ask. "But… I thought he already _did_ get to them. The big, gray-faced man Donatello said he saw? The creepy shop owner? Doesn't that-"

"Now that you mention it," Hank muses after locking the shell cells in what looks like a small safe, "I would hardly consider Apocalypse to be the type of creature to masquerade as the owner of a Halloween store. It's been so long since he's lived among humanity, he would hardly be able to blend in. I suppose that means his faithful lackey is behind this."

"I would hardly call Mister Sinister a 'faithful lackey,'" Nightcrawler states.

"Mister Sinister?" Leonardo questions, raising an eye ridge. "You're kidding. My brothers are being bested by someone who calls himself Mister Sinister?" I give him a raised eyebrow myself, telling him that _he's_ one to talk. One of _his_ greatest enemies was named after a kitchen appliance.

"Sinister is another old mutant, a former professional rival of Charles Darwin's," Nightcrawler explains. "His natural brilliance and his long experience have made him something of a genetic genius, making even Dr. McCoy look like a dolt in comparison. No offense, Henry."

"None taken at all," Hank responds. To Leonardo, he continues, "I am willing to bet that Sinister has heard of these demons that so wish to emulate the Horsemen and set up his shop directly at their point of origin, where their presence is the strongest. Of course, if he's involved, then things are a little more up in the air. It's possible that he _did_ have a hand in their secondary mutation after all, or that he's collected samples of their DNA to use for his cloning experiments. If this is the case, we must either destroy his lab, or _him_. And I think we'd have more luck blowing up the majority of Queens than attempting to annihilate _him_ for good."

"That's not going to keep me from trying," Leonardo says confidently. "Once we find out where his lab is, I'll gladly plant the explosions at different points just before tackling him myself."

"Ah, how quickly they forget," Nightcrawler says with a tired smile. "_You_, my dear boy, are the _last_ person we will want on the scene. I am willing to bet that, without guidance, the demons acting as the three Horsemen are likely to bicker themselves into their own demise. If they have a leader, however, the situation will only become more complicated. As far as the X-Men know, Apocalypse is no longer on Earth, as his previous misdeeds have caught up to him and he has been detained for judgment by a group who call themselves the Celestials. However, with the Four Horsemen revived and using the bodies of such rare and powerful creatures as yourselves, Sinister may just be able to return Apocalypse to Earth and thus defy all of the cosmic powers of the Celestials, causing chaos beyond belief. That is what the prophesies within this book seem to be hinting at, at any rate."

"Huh," I remark, trying not to succumb to a headache. "Swell. An ancient Spanish text expounding upon demons, possession, and cataclysmic prophesies, conveniently located in the library of a 'friend.' This Amanda girl of yours sounds like one heck of a date."

"Actually," he grins in response, "did I mention she is my foster sister and the ruler of Limbo?" Leonardo, Leatherhead, and I gape at him. Hank merely smiles and asks how _is_ Amanda Sefton doing these days?

A hand on his head, Leatherhead mentions, "I suppose truth really _is_ stranger than fiction."

"My personal acquaintances aside," Nightcrawler goes on, putting the book down on a nearby table, "we cannot let Sinister bring Apocalypse back to Earth. Now that I can understand the references in this text, I dare to see an end to this entire debacle. Leonardo, I maintain that our success depends upon you laying low."

Leonardo's about to disagree, but his sensei was apparently done with his reflections. "Nightcrawler has proven to have a vast store of knowledge, my son. Remember, a true leader is one who is not afraid to follow the commands of others." Defeated, Leonardo asks Nightcrawler what's going on in that blue head of his.

Pleased that Leonardo's going to at least consider his idea, Nightcrawler refers back to his book. "From what I can surmise, these beings are of an uncommon class of shadow demons that crave power; a power that they believe that can get once they prove their worthiness to Apocalypse and allow him to permanently make them his new Horsemen. They have a physical body, but it is so sheer that it is almost intangible. They are more of an essence, really, with only the barest traces of a corporeal form. This is why Donatello claimed that he could almost _see_ the struggle between Raphael and his demon. It had not yet taken root, and so it was almost like a picture that has been colored slightly outside the lines. That is the first point that I wish to bring up.

"The second point revolves around what I discovered about the lifespan of these demons. Once they encounter a host, they depend upon his life force to survive. Even once they have found an appropriate host, they can only keep him for a few minutes unless they can bury themselves within his subconscious, which is what they use the hypnosis for. As Raphael has proven, once their vessel is sick or injured, they must abandon him for a new one. If they cannot get this new host under their hypnosis in a certain period of time, then they are no more."

We stay quiet, taking this all in. "That's all great," Leonardo finally says. "My only question is, how do we get these spirits _out_ of them?"

"Demons," Nightcrawler corrects.

"Whatever," Leonardo continues. "Like I said, I don't know if I can bring myself to hurt any of my brothers, and how can we be sure that they're being hurt only enough to free them? And once they're free, how can we make sure that none of _us_ get possessed in turn?"

I suddenly catch Hank smiling. "I think I know of a way. There are two X-Men whom I think can do the job rather nicely, all while protecting themselves from any unfortunate mishaps." Nightcrawler grins at him and says that he thinks he knows exactly who he means, and can add a third to the list.

Hank then turns around, asking, "Leatherhead, Leonardo… I don't suppose either of you have heard of the 'mutant cure' that has recently made headlines and sparked controversy in the human-mutant community, have you?"

"Nightcrawler brought it up on our way here," Leonardo tells him. "But he says that it's unlikely that we'll be able to use that on any of my brothers. Something about it being too dangerous to isolate that single gene in the alphabet soup of our complicated DNA."

Giving Nightcrawler a sideways glance, Hank murmurs, "Yes, that _does_ sound like something Nightcrawler would say." Nightcrawler offers him a sheepish grin as he sits at his computer desk and continues. "Though I don't suppose the so-called cure will help matters much in the case of your brothers, I would still like Leatherhead to remain here with me and help me mix up a few batches. I still have the equation in one of my files. Does that sound all right, Leatherhead?"

"It would be extremely interesting," Leatherhead concedes. "Still, I think I would rather help my friends in combat. Splinter and Leonardo could hardly take on this Sinister _and_ the three turtles on their own, and I gather they-"

"I don't think Splinter will be joining in on the battle," Nightcrawler proclaims. Looking at Splinter, he adds, "I hope it is all right for me to speak on your behalf, my friend. But I think that, once you see the three X-Men I have in mind and learn of the plan brewing in my head, you will choose to remain here and trust in us."

Trust. There it is again. Nightcrawler's giving these guys a heck of a lot of credit, assuming that they'll trust him when he tells them to leave family matters up to complete and total strangers. Still, it must be a mutant thing. Splinter nods and says that they'll have to see about that.

After finding the file he's looking for in his computer, Hank gets up and looks to Leo. "As for you, Leonardo, there is something that I'm going to need you to do. I won't hide the fact that it's quite dangerous, but-"

"If it'll give me my brothers back," Leonardo interrupts, "then _nothing's_ too dangerous. Like I said, just tell me what I need to do, and consider it done." Hank gives Leonardo a small smile before standing and leading him towards the other side of the lab. Curious, Splinter follows after them.

"Well, since there appears to be a plan in the making," Leatherhead brings up, "I certainly hope that someone has thought up a way to find this laboratory that Sinister is using, or to at least track down one of the other turtles." Nightcrawler looks a little crestfallen, but I snap my fingers.

"I planted a tracer on Mikey yesterday," I tell them. "I had been under the impression that all of this started with _him_, so I snuck one onto the knot of his bandanna. Hopefully, he hasn't untied it and discovered it. I'm sure Hank's got something that I can use as a receiver for the signal, since I left my bag back at Leatherhead's."

"Good," Nightcrawler says. "While you track them down, I will go see if the X-Men in question are available so that we may begin drawing up a formal strategy." I ask him if I should put my mask on, but he shakes his head. "No. You know them all rather well." I ask which ones he has in mind.

He answers, "Rogue, Shadowcat, and Colossus."

* * *

**Author's Note**: I know it seems to be heavy on the X-Men right now, but the next chapter should bring the focus back on your friendly neighborhood ninja turtles. It's just a little hard to get them in the story when they're all evil 'n stuff. :) Anyway, hope you enjoyed the chapter!


	8. Chapter 8

"Well, I can't say I'm rightfully surprised that Sinister would hang out in the sewers."

I cringe as I hear Rogue's thick Southern accent streaming in through the video feed. Nightcrawler, Leonardo, and I are sitting in a security van borrowed from the X-Men and are waiting just outside the manhole that Rogue, Shadowcat, and Colossus disappeared through. "Quiet, Rogue," I hiss into the wireless headset. "Those cameras are so we can keep an eye on you, _not_ so you can send a tape of Sinister's new digs over to _Cribs_."

"Keep your tights on, sugah," she drawls. I can see through Colossus' hidden camera that she's got something of a smirk on her face. "What kinda woman you expect me to be if I don't remark on the interior decoratin'?"

Kitty Pryde, better known as Shadowcat, pops up besides her. "A woman who knows a thing or two about covert operations, that's for sure," she tells Rogue wryly. And that's why I like Kitty. She's had some ninja training herself.

"Look, just keep following the tracking signal," Leonardo whispers impatiently. Though we convinced Splinter to stay behind after going over Nightcrawler's plan, Leo was less interested in staying put. Despite my misgivings, Hank and Nightcrawler both actually encouraged him to come along. Must be something about people who wear a lot of blue, I guess.

"I'm not taking a risk of them trapping you down there in the sewers," Leo continues. "Your job is to go down there, follow through with the plan, and get my brothers out of there. Spider-Man, Nightcrawler, and I will do the rest, but that relies on them not knowing we're so close behind you, so let's try to keep it down. Understood?"

"_Da_," Colossus answers in his strong Russian accent. He apparently doesn't realize that his microphone is still on when he whispers to Kitty, "_This_ little one appears even worse than Cyclops." The girls snicker quietly, but Leonardo clears his throat into his microphone. Quieting down once more, they continue on their way.

"This is the place," Rogue says at last, looking at a rather huge iron door. "Doesn't look too invitin'. How do ya'll suggest we get in?"

"Well," Kitty murmurs, "having super powers, I'd say we've got a couple of options. However, I've always liked to do the polite thing and knock. Maybe they'll answer and invite us in for a coffee."

"Allow me," Colossus says. Through the girls' cameras, I can see that his skin has transformed into the living metal that makes him so darn strong. As he pulls his fist back, I cringe, waiting for him to give the door one heck of a knock. However, it seems that Kitty's remark about Sinister's hospitality isn't _too_ far off.

With an ever-ominous creak, the door opens on its own. I can tell that the X-Men give one another concerned glances, but they're X-Men. They've walked into traps a whole lot more complicated than this. As they step into the dark underground laboratory, I can feel Leonardo tensing up besides me.

Standing in the middle of the room is the tall, gray-faced Sinister, his close-cut hair and stern features making him look all the more… well… sinister. Behind him are three shadowy figures. A dim light comes on, and each of them steps into the light. It's Donatello, Raphael, and Michelangelo. Only… _not_.

"Ah, ah, ah," Sinister scolds. "It is impolite to pay a visit without calling ahead of time." Oh, so he's trying to make with the funnies now? He's stealing the superhero trademark? I hope Colossus beats him good, even if his idea of a witty remark _does_ fall flat.

"Didn't know that this was a private party, sugah," Rogue remarks. "But now that we're here, we might as well let ya in on a little deal that our buddies thought up. We got a turtle who's shook up somethin' awful 'cuz his brothers are temporarily off bein' evil. So we've decided to pose a trade. _Us_ for _them_."

"A group of X-Men that Apocalypse has been trying to get his hands on for _years_," Kitty throws in, "in exchange for three turtles that he's never even heard of. _That_ oughta put you in good with the boss, huh?"

"Are you truly so simple-minded?" Sinister laughs. "_I_ didn't choose these creatures. The shadow spirits did." I can tell that Nightcrawler's resisting the urge to scream out that they're _demons_, not spirits. "And whereas you might have proved an interesting study once before," Sinister continues, "your time is over. _These_ creatures are part of the new age of mutant kind. Whether Apocalypse takes kindly to them is no concern of mine. War."

At the beckoning, Raphael steps up, stopping just behind Sinister. Without taking his eyes off of the X-Men, Sinister commands, "Do something about our uninvited guests." I shudder as I hear Raphael's voice say that it'll be a pleasure. And the sudden clapping doesn't fill me with too much hope, either.

I can see the explosions racing for the cameras, but I can't see what our heroes are doing to defend themselves. Apparently, though, they're definitely doing something, since all of the screens indicate movement. Shadowcat's screen starts sputtering static, and I panic for a second before remembering that electronics tend to go a little wonky when she uses her powers. It comes back on again soon enough.

When the smoke clears, it's evident that Colossus is standing in front of the girls, his metal skin shining as though proud of having protected them. "I would suggest," Colossus tells Raphael, "we settle this in a traditional confrontation, mutant-to-mutant."

Shocked, Raphael takes a step back, not believing that the three X-Men managed to survive a direct hit with his blasts. Clearly, the demon couldn't shake off Raphael's angry temperament, as I can hear the growl from my headset. "And _I_ would suggest," he says as he stampedes towards Colossus, "that you would have been better off playing dead."

I watch the screen as Raphael comes closer and slams his fist into Colossus' gut. Everyone in the van flinches at the loud, enraged scream that comes from Raphael's mouth as his bones crunch upon impact with solid metal. I know now why Donatello wouldn't want to remember the sound of his brother yelling. Anger, pain, and disbelief don't exactly make for a harmonious symphony.

"I have heard of your resilience, little one," Colossus tells Raphael. "I hope you don't mind if I test it." With that, he throws his fist down at Raphael's face, knocking the turtle back. Before Raphael could right himself, Colossus is on him again, this time shouldering him onto the ground. I notice that Leonardo is forced to look away as the giant metal man seems to mercilessly beat his brother.

Donatello tries to intercede, but Shadowcat jumps in front of him. "Hi," she says rather perkily. "You're Donnie, right? A little spider told me that we'd get along _real_ well."

Donatello looks thoroughly unimpressed. "You little brat," he tells her as he attempts to punch her. She dodges him and continues to do so as he keeps trying to hit her. "I am the _Famine_. The moment I touch you, there will be nothing left but a pile of dust." It looks like he's got her backed up against the wall, and he grins a rather creepy smile as he lunges for her.

Her camera goes out for a second, frightening me again. I can see through Rogue's camera, though, that Shadowcat's stepped right through him. Donatello blinks and whirls around to see her smiling behind him. "Sorry. I don't usually let strange boys touch me on the first date." With her ability to pass through any solid object—_including_ a living body—Shadowcat dives towards Don. "Especially not when they've got some skittish demon tagging along in the backseat."

It's strange watching her disappear into his body, but the uncomfortable expression on Don's face is telling me that it's working. Since the demon inside of him is still on the fidgety side, Kitty's not having a problem forcing it to the outside, even though she can't really _do_ anything to it. Don isn't looking too good and though that bugs me, it looks like it's making his unwelcome guest feel even worse.

I can't keep focusing on Shadowcat and Don, though. As her phasing powers are working to perturb the uneasy demon, her camera glitches. And Colossus is having his hands full beating the snot out of Raphael. Everything I see is coming from Rogue's camera now, and it doesn't look like she's aiming to remain unoccupied.

"And what about _you_?" Michelangelo asks, flipping in front of her. "You're such a pretty little girl; don't tell me I'm not allowed to touch you either?" I can see Rogue peeling off the gloves she always wears, and I hope that this last bit of the plan pans out. It was, after all, the trickiest bit to work.

"Shucks, I'm a friendly kinda gal," Rogue tells him cheerily. "And you're just the cutest little thing this side of the Bronx. How's about bein' all gallant-like 'n holdin' my hand?"

"Pestilence!" I hear Sinister shout. "Don't touch her!"

Michelangelo turns to look back at him, and Rogue doesn't seem to take kindly to the interruption. She always _was_ determined when she set her sights on a man. "Aw, stop hollerin', Sinister. The way you're carryin' on, you'd think I had some disease or somethin'. I don't… _yet_."

I hold my breath as she places her hands on Michelangelo's face. He seems confused for a moment, but then lets out a shrill yell. "Sorry, darlin'," Rogue grunts out as he tries to pull her away. "I gotta sap your strength just enough for ya to stay down. Then we'll see if that pesky demon wants to munch on somethin' a little daintier."

I can tell by the high-pitched groans that she's having one heck of a time trying to absorb Mike's life energy, along with the memories of whatever it was that was done to him. "Oh God," she shrieks. I stand up. This isn't going to work. She's going to be so preoccupied with sorting through Mike's recent memories that she won't be able to defend herself against the demon.

She finally lets go of him, and Michelangelo slumps to the ground. I can see it. The almost-tangible silhouette of _something_ coming out of Mikey. And it doesn't look happy as it slinks closer towards Rogue.

"Spider-Man, stay," Nightcrawler orders me, grabbing my arm as I try to bolt out the door. "She knows what she is doing." For the sake of everyone in that room, I sure hope so. If a demon that's got his heart set on being Pestilence gets a hold of Rogue's powers… yeah, we might as well all start learning how to play the harp and see how we look in white robes.

We all hold our breath as the dark shadow darts towards the camera. _This is it. C'mon, Bamf Boy, show me that you've got a brain for strategy._

It stops. It tries again to go for Rogue, but it's stuck. It can't go past her. Colossus finally stops beating on Raphael and looks back, enabling us to see her. There's a very pale sort of luminescence coming from Rogue as she closes her eyes in concentration. The demon can't touch her. On one hand, she's too _sick_ from absorbing too much of Pestilence for the demon to make any use of her. On the other, it looks like Nightcrawler's precaution is working.

Before we left the X-Mansion, Rogue had absorbed a small bit of Splinter's power. Nightcrawler had hoped that, being able to access Splinter's discipline over his own mind, Rogue would gain the knowledge to set up a mystical barrier between herself and the demon, preventing her from being possessed. Despite the fact that she looks ready to tear her hair out over all of the stuff she just absorbed from Mikey, it looks like Rogue's managed to pull through. I guess she learned a lot of self-control from Splinter from that quick touch.

I make a small, relieved sound as I survey the situation on all of the screens. Raphael is barely conscious, and the demon that had taken over his body is forced to look for a new host. It goes for Colossus, but it can't go through his metal armor. Just as Nightcrawler suspected—or, I think, _prayed_: the demons can only penetrate organic material. Colossus is safe, and he's crouching besides Raphael and trying to help the battered turtle to his feet.

The demon that had taken control of Donatello was forced out by Shadowcat. She was now clinging to the turtle and, from what I could make out, is keeping both herself and Don ethereal and preventing the demon from being able to get at either one of them. I feel another stab of pity go through me when I see the wide-eyed, confused, and altogether terrified expression on Don's face as he clutches to this girl that he had never met.

And from the looks of things, Splinter's mind is doing a dandy job at keeping the ailing Rogue safe while Michelangelo lays unconscious on the ground.

"Face it, Sinister," Shadowcat says, looking back at the alleged mastermind while hugging Don close to her. "Your little demon buddies have only a few minutes to find a new host. Are _you_ willing to put yourself on the buffet table? Might as well give up now, since there's no chance that you'll get Leonardo to act as Death and complete your Horsemen collection."

"Oh, you piteous little fool," Sinister snarls. "Pestilence, Famine, and War can be created at any time _without_ these bothersome demons, now that I have samples of these creatures' DNA." I curse under my breath. So, he _did_ manage to stick some needles in them. If we don't find his main lab, this won't end here. "Besides," he continues. I can see a small smile pull at his lips as he tells us all, "I already _have_ Death."

Leonardo jumps to his feet, confused. "What does he mean? I thought… I thought he needed me. If I'm right here, and I haven't been possessed, then who…?"

"Remind me to thank the spider," Sinister remarks, making a chill go down my spine. "If it hadn't been for his unforeseen involvement, my greatest subject would have never walked into my grasp." There's apparently a door behind him, because I hear something slide open as a rectangle of light floods the room. The silhouette that enters remains anonymous to my eyes until I see the three long claws protruding from each of his hands.

It's Wolverine.


	9. Chapter 9

"Well, _this_ can't be good," Leonardo gasps.

My throat has gone dry. Sinister doesn't even need to explain what happened. I know that Wolverine had taken a shine to Raph and the turtles during our last adventure. So if he was really worried about what was going on in the Halloween store and he knew that I couldn't go in there because of my spider-sense, it's only natural that _he_ would scope it out. And since he didn't know that there were mutant-hunting demons involved, he couldn't prepare himself for what happened. My fault. All mine. Stupid guilt trips.

"I'm almost embarrassed," proclaims the demon speaking through Wolverine's mouth. "My brothers and I have lived for centuries, and they allowed themselves to be made fools of by nothing more than children." He looks to each of the groups of turtles and X-Men as he counts off their weaknesses. "He who would be War, allowing for his teenaged vessel's immature rage to drive him into his own beating. And the pathetic mess that resigned himself to Famine was scared away from his charge by a small girl. And Pestilence. Always strong and steadfast, but stupid enough to turn his back on an enemy. You each deserve your fate."

My eyes scan the screens. I can still see a little bit of Mike's former demon, but it looks like it's fading away. As for the others, they're gone. Don's was too weak to last for long without a body, and Raphael's was probably just as hurt by Colossus as Raphael himself was.

Still, things don't look good for our would-be heroes. Wolverine's a teammate. They can't bring themselves to hurt him, and they can't defend themselves right now. Shadowcat's got Donnie, Colossus is propping Raph up, and Rogue still looks like she's oblivious to the outside world while Mikey's blacked out at her feet.

"And now," Wolverine continues, looking straight at Shadowcat, "I will show you why I was destined to be Death, regardless of the form I take." In a flash, he's dashing for her. I don't know if his new Horseman position will enable him to actually touch her while she's using her powers, but it doesn't look like Shadowcat's sticking around to find out.

"Katya!" Colossus cries out as Shadowcat gasps and runs towards him. I see her go solid for a minute, reaching a hand out towards Colossus and telling him to grab her hand. Seeing Wolverine go for Rogue, though, Colossus has other ideas. He practically throws the trampled wreck that is Raphael into Shadowcat's arms. "Drag the little ones to safety. Rogue and the other turtle need me."

Shadowcat seems to stumble, but the camera angles are all a little dizzying right now. I can make out that she's phasing again, but to where is anyone's guess. Colossus is storming towards Wolverine, hoping to intercept him. Just before adamantium claws are about to go through Rogue's abdomen, Colossus grabs his possessed teammate by the arms and deftly tosses him back, towards Sinister.

"Spidey," I hear Shadowcat's voice say in my ear. "Spidey, do you read me, or is all my equipment still on the blitz?" I look towards her screen. It looks like there's something dark covering her camera, and I eventually make out that it's someone shell. I can't see anything else.

"Yeah, Kitty," I answer. "I've got you. Where are you and is everyone okay?"

"We're fine," she answers. "It looks like we're in some kind of major laboratory, a lot more advanced than the place we were just in. I see a holographic generator, which is where I'm guessing these shadow puppets of yours might have come from. And there are plenty of vials and stuff-"

"Destroy it," Leonardo commands into the microphone. "Destroy everything you see in that room. Set Donatello and Raphael down, and use your phasing powers to rip the guts out of every machine you can get yours hands on."

"You don't have to tell me twice," she replies. Her mic still on, we can hear her tell the turtles that she's going to put them down while she gets to work trashing the place. As the shell moves away from the camera, I can hear Raphael let out a small laugh.

"You kiddin'?" Raphael asks. "What makes ya think _you_ get to have all the fun?" Though I can see his legs shaking as he steps away from Shadowcat's grasp, he grips the handle of both of his sai and withdraws them. "Soon's the room stops spinnin', I'm gonna have me some fun." Oh, it's nice to have Raphael back. Even if it'll be a while before he's able to beat things up like he used to.

As the three of them get to wrecking what I hope to be where Sinister's stashed the turtles' genetic samples, I look back to see how Colossus is doing. It's not looking too great. Colossus' strength lies in his… well… _strength_. And Wolverine's got plenty of that, too, but he's also got a good deal of speed. Not to mention some potentially catastrophic new powers. If Sinister has managed to give him the genetic Death modifications, then Colossus is better off being untouchable.

As soon as that thought is in my head, I go back to my headset. "Kitty, let Don and Raph do the wrecking. Your boyfriend needs you." Leonardo gives me something of an alarmed glance, and I cover the mic as I whisper, "What? Mutants need love too, don't they?"

"I know _I_ do," Nightcrawler murmurs, his eyes glued to the screens.

Keeping a visual on Shadowcat, I see that she's torn off her headset and is giving it to Don. The sound gets scrambled as the open mic switches hands. From the looks of things, she's also giving him the surveillance camera that she had been wearing around her neck. Smart girl. "Uh," Donatello's voice says in my ear. "Hello?"

"Donnie!" Leonardo calls out. "Donnie, are you okay? My God, what… what's been done to you?" I can tell by the brief pause in his last question that Leo's repressing tears of relief. I put a hand on his shoulder as Donatello replies that he doesn't remember.

"The last I know," the distraught turtle says as he uses his staff to knock beakers and other apparatuses onto the floor, "I was sitting in Leatherhead's lab, talking about not wanting to be hypnotized. Flashes are coming back, little flashes, but… I really, _really_ would rather not think about them right now."

"That's understandable," Leonardo tells him. "How's Raph holding up?" Donatello holds up the camera, picking up images of Raphael and saying he's the same as ever. Yeah, same except for the way his arms are wavering as he slashes with his sai. I notice the blood dripping from his mouth just as he loses his balance and goes down.

"Raph!" Don cries out. Leonardo looks like he's about to head for the door, but I pull him back, reminding him that we can't let him go anywhere so long as one of those demons is still loose. He does nothing but watch as Donatello makes his way towards Raphael, who seems to have fallen unconscious.

"Dear God," Nightcrawler's soft voice breathes out. A glance at him tells me that he's been keeping a watchful eye on the X-Men. "Dear Lord, no."

As far as I can tell, it looks like Wolverine's managed to swat Shadowcat away like nothing more than a mere annoyance, and she's dazed on the ground. Colossus is literally cornered, and Wolverine is snarling so close to him that I can see the spittle flying from his mouth. I can't see what Rogue's up to, but it looks like she's still stationary. "And now," Wolverine mutters, raising his claws, "for me to finally earn my rightful namesake."

Time seems to stop. Colossus won't move, and I'm guessing that this demon's using some kind of paralysis power on him. Rogue slowly starts to stir and Shadowcat rises to her feet. Neither of the girls are close enough to do anything about Wolverine. And as we all know, adamantium is the strongest metal in the world. It'll have no problem breaking through Colossus' defenses and, ultimately, his intestines.

I hear a disturbingly familiar sound as a dark-reddish cloud edges into my line of vision. _Oh no,_ I think. _He doesn't have time. Don't tell me that he… oh God_. When the smell of sulfur touches my nostrils and I see that Leonardo and I are the only ones in the van, I know that he did. Looking back to the screen, I see Nightcrawler appear directly in front of Colossus…

… just as Wolverine's claws come crashing down.

Shadowcat gasps, and I can't do anything but feel a chilling numbness snake through my entire body. "No!" Leonardo screams. His mic had been on, and Donatello frantically asks him what's wrong. When Leo sees Wolverine pull his bloodied claws away as Nightcrawler falls to the floor, he tears his headset off and dashes out of the van. This time, I don't stop him.

"Nightcrawler's down," I tell Donatello as I follow after Leo. If I can't keep a visual on him, there's no way I'm going to lose auditory contact. "I can't tell how bad the injury is. Rogue, are you on? Can you hear me? I'm headed down there now; tell me what's happening."

I hear nothing for a moment as I chase Leonardo down into the sewers. Finally, as though she had been fumbling with her call button, Rogue comes on. "Oh God, Spidey." I get the urge to vomit once again when I hear her normally-confident voice broken in sobs. Complicated as his family tree is, Nightcrawler and Rogue are _also_ foster siblings. She is not going to take this well if something _permanent_ happens to him. "Oh God, oh…. Dammit, Logan! I'm gonna _kill_ you!"

"Rogue, no!" I call into the mic. Leonardo picks up speed, being able to judge from my voice what was going on. "Rogue, stay the heck away from Wolverine! Protect Mikey! I repeat, protect Mikey!" Of course, when I try and sound like I know what I'm talking about, no one listens to me.

"Let _Kitty_ do that," she yells. She lets out a groan, as though she had just thrown something heavy. "She couldn't protect her big beau, so let her look after somebody while I go 'n make sure that Kurt don't go dyin' on-" She cuts herself off with a loud scream.

"Rogue?" I call.

"Spidey, what was that?" Don asks. "What's going on over there?"

"I'll let you know as soon as I _get_ there," I respond. Seeing Leonardo quickly fading away in the distance, I decide to websling the rest of the way to my destination. "Leo, wait up! Together we stand, attack as one… any of this ringing a bell?"

"Leo's going off on his own?" Donatello asks in a high pitched voice. "What the shell… Leo, stop! What are you doing?" I tell him that Leo's not on headset, and that Don would be better off watching after Raphael rather than worrying about us. "I can look after Raph, all right," he nearly whimpers. "But who the heck's going to look after _me_?"

"I'm sure that there's a Great Turtle Spirit that watches after all of the good little turtles," I tell him, slowly catching up to Leo as the sounds of battle from Rogue's headset get louder. "If you believe hard enough, you'll feel the warm presence of a-" My sense of humor threatens to permanently fly out the window when another scream from Rogue bursts into my ear. "Oh, for crying out loud! I didn't even get to the part about how he leaves green apple lollipops under the pillow!"

Leonardo crashes through the door that we had seen the X-Men trio enter, and I sling in right after him. Leo almost stumbles over Mike's unconscious body, and he quickly stoops down to check his vitals. It's all I can do to gape at the scene in front of me.

Colossus and Shadowcat are hunched over Nightcrawler's body, nervously trying to stop the bleeding. Rogue's using her reserve of super strength and is tearing apart the entire facility, actually crashing huge worktables onto Wolverine's head. "Get _outta_ him!" Rogue's yelling. "Get the hell outta him and fight like a demon, you little weasel!" Shadowcat's screaming at her to stop, to remember that Wolverine's still in there somewhere.

Wolverine claws through the tables and lunges for Rogue, but she darts away. Apparently, she got enough of demon-possessed mutants when she sapped Mike's strength away; she wasn't willing to take a gamble with Death while she was still reeling from the effects of Pestilence. Still, that didn't do anything to cool off her fiery temper. "Logan, you were Death once before," she tells him sternly. "Now be a good pup and pull that stupid spirit outta ya so I can send it back to Kingdom come!"

"Impudent little _fool_," Wolverine hisses, finally grabbing hold of Rogue's arm and slamming her hard against the wall. Despite all of the powers she's absorbed over the years, even her natural hardiness isn't holding up to the beating her immune system's taken from Pestilence. Her skin's turned a pale yellow, and even from where I'm standing I can see that she's got a bad case of the sweats. "Do you honestly think that-"

"Leave her alone."

Wolverine glances up, apparently not having noticed any new arrivals. I'm ready to strike, but it's Leonardo's steady voice as he unsheathes his swords that grabs all of the attention in the room. "Shadowcat, Colossus," he says coolly. "Get Nightcrawler out of here. Spider-Man, guard Mikey and keep an eye on Sinister. Death, put Rogue down. _I'm_ your target. If you still want me, I'm right here. Come get me."

Even though he only just met Leonardo, Colossus carefully picks Nightcrawler up and rises to his feet, as instructed. Shadowcat stands, looking at Leonardo uncertainly. "This wasn't part of the plan," she murmurs, almost confidentially.

"There are some things that you don't plan on," Leonardo says, never removing his gaze from Wolverine as he drops Rogue. "I didn't plan on letting any X-Men go to their deaths. But if that's happened, then I've got to do something about it."

"How brave," Wolverine remarks mockingly. "How noble." When Rogue jumps to her feet and tries to grab for him, he suddenly pivots. I let out a choked sound when his claws sink into her side. "How sickening," he finishes.

Instead of another scream, she makes a small mewl of pain as she falls back against the wall. I can't do anything but take a step back in horror as Leonardo cries out and charges at Wolverine. "Spidey, what is it?" Don asks, his panic mounting. "Spider-Man is she… are they… what's going on?"

"I'll explain later," I tell him. "Just keep working on that lab and take care of your brother." Shutting off my mic, I call out, "Colossus, Shadowcat: grab Rogue and get her out of the way! I'll help Leo with Wolverine." I wince as I hear Leo's swords parry against Wolverine's claws.

"You'll… do no such thing!" Leonardo grunts, punting Wolverine away. He spares me a quick glance. I realize now that his voice has taken on a harsh, guttural quality. He believes that Nightcrawler and Rogue are dead or dying… and he really _does _think that it's his fault. "I gave you an order! Watch my brother, and see to it that Sinister stays out of this!"

Shadowcat has stepped to the side and is now collecting Rogue, who's moaning in her pain. The blood. There's so much blood. How did something that started with me hearing about some old friends frequenting a Halloween shop end up with so much blood?

I jump when Wolverine goes for Leonardo again, forcing the turtle into a defensive retreat. "Your brothers have _failed_ you," Wolverine breathes out as Shadowcat and Colossus speed towards me with the wounded. "Just as mine have. We are each the strongest of our kinds. It would seem only natural that you and I merge to become the ultimate Death."

"Sounds like a bad title for a wrestling match," Leonardo grumbles, his swords ready to defend himself against Wolverine. I can bet that they're not adamantium blades, so I'm just waiting for them to snap under the slightest pressure from Wolverine's claws. "If this is your way of trying to turn me over to the dark side, you're going to have to try a lot better than that."

Colossus stoops behind me, and I see that he's picking Mikey up over his shoulder. "We will take the fallen back to the van," he tells me. "We shall return." I nod at him as he and Kitty make off with the bleeding and unconscious.

I quickly return my attention to Leonardo and Wolverine. I can see Sinister out of the corner of my eye, actually sitting down on some of the wreckage that Rogue had caused as though he were watching an interesting television program. As much as I want to wipe that ghostly smile from his face, I know that I'm no match for him without some back-up. We need Wolverine. The strong, enraged, indestructible Wolverine.

The same Wolverine that's running towards the strong, enraged, and not-so-indestructible Leonardo.


	10. Chapter 10

And to think, I actually thought Leonardo was smart.

That honor business is nice. So are his family values. But he's going head-to-head with a demon-possessed Wolverine. Heck, Wolverine's bad enough after a couple of bad poker hands. When he's not in control of his own body….

Actually, when he's not in control of his own body, he's not quite so bad. He's kind of used to being brainwashed. And when he's about to do something _too_ un-Wolverine-like, his real self usually manages to surface. It might have something to do with his healing factor; it won't allow for a foreign entity to live within him for too long.

Watching Leonardo and Wolverine go at one another, my brain starts working overtime. I suppose I could be using this time to discreetly get the jump on Mister Sinister and pulverize the epitome of the stereotypical mad scientist. But since all of the strategic minds are otherwise occupied, my thoughts can't help racing.

Wolverine's pretty close with all of the other four X-Men that were here tonight. He and Rogue have been through a lot together, since he's one of the few people whom she can briefly touch without hurting too badly. And Nightcrawler's the only guy that Wolverine can ever seem to have a deep, philosophical conversation with, even touching on normally anti-Wolverine topics such as religion. So if this "Death" demon really had the intent to kill either of them… wouldn't the real Logan start stirring in his britches or something?

_That depends on how deeply the demon's lodged into his subconscious_, I realize. Clicking on my headset, I call to Don, "Donatello, is that lab in pieces yet?" I notice Sinister looking at me when I say Don's name. Crap, way to draw attention to yourself with the spider-stealth.

"I'm getting there," Don replies, a little testily. "I'm bandaging up Raphael first. I don't know what happened to him, but I'm glad I got a cute girl as my savior instead of some overgrown-"

"Don, now's not the time to develop a crush," I tell him in a quieter but more insistent tone as Sinister rises to his feet. "Any kind of hologram or shadow projector needs to be destroyed, _now_. If there are any refrigerators or any other place that might contain genetic samples, clear them-" My spider-sense goes off and I dive away. When did Sinister learn to shoot energy blasts? I don't remember ever hearing about _those_.

"What's this, Spider-Man," he asks, approaching me at an infuriatingly casual pace. "You seem to have contact with one of my friends that was so rudely abducted from my-"

"Oh, shut up and fight, Sinister!" I yell at him. "For once, I'm really not in the mood for a battle of wits. Besides, you'd be terribly unarmed for that sort of fight."

"Ah, a horrible misquotation of Wilde," he smiles. "His supercilious humor _is_ right up your alley." I shoot a web at him with one hand while I aim another at the ceiling, meaning to swing around him. He dodges my attack and gives me one of his own. It isn't until I feel one of the beams on the ceiling shudder and buck me to the ground that I realize just how over my head I'm in. I know nothing about Sinister's powers, and I doubt that anyone really _does_, given his notoriety for genetic experimentation.

I land in a crouch and send out two webshots towards Sinister's face. I don't even get to regain my footing before something comes at me and drives me back against the wall, embedding itself into the concrete and pinning my arms to my sides. As I struggle against it, I realize that it's one of the metal beams from the ceiling. Telekinesis? Magnetism? What on Earth am I up against?

He offers no explanation as he continues towards me. I realize now that Don's been yelling at me through the headset, trying to figure out what's going on. "In all actuality," Sinister tells me, getting way too close for my liking, "dissecting a superhuman may just make for some interesting research. Was it a genetic anomaly or a biochemical mishap that gave you your powers?"

"Wow," I grunt, still trying to pull myself loose. "I would have always thought that these personal questions would come after some wining and dining. You sure don't bother with social pleasantries, do you?"

"Well," I hear Don murmur in my ear, "whatever it is, it can't be that bad if you're still cracking jokes." You know how some people tell jokes when they're nervous? Yeah, I'm only fearing for my life right now. So how's that for "that bad," Donatello?

"My dear boy," Sinister tells me sarcastically, "I'm sure that you'll find your situation less laughable when you understand precisely what is about to befall your reptilian friend." I can almost hear the stunned silence coming from the headset as Donatello tries to listen in.

"Actually," I reply, the pieces suddenly falling together, "I think I've got a decent handle on it. Death could've killed everyone in the room because he's, y'know, Death. He didn't. If he had actually _tried_ to destroy the X-Men, Wolverine wouldn't be quite so compliant anymore. He probably had an idea that Leo was in the vicinity, and was seeing how far he had to go before Leo came in to play the hero. So now Death's relying on Leo being pissed off enough to make a mistake, in the hopes of being able to elbow his way into what he thinks of as his rightful body."

I smirk grimly when I see the surprise in Sinister's eyes. "What," I ask. "Just because I'm a superhero, you think I don't have time to get a decent education?"

I've got to admit, I wasn't expecting the sudden punch in the face. My ear rings as the ear bud of the headset jams up. Even though Donatello couldn't do much for me anyway, I feel completely alone now that I know I can't hear him. "Impudent little whelp," Sinister growls as he turns away from me.

He's too far away for me to kick, so I force myself to turn my attention over to Leo and Wolverine. I try not to moan when I see that it's just as I had feared; Wolverine's claws _had_ broken through one of Leonardo's swords. The turtle was now working mostly on dodging. Thankfully, a lot of his ninja training seems to have included defense as well as offense.

"Impressive," Wolverine admits, pausing for a moment. "Though this body seems to have a nearly-unlimited amount of stamina and regenerative abilities, your nimbleness and speed are enough to make it work up a sweat. I knew there was a reason I held out for you."

"I'm flattered," Leonardo bitterly remarks. I can see that he's not taking too kindly to the conversational tone of a demon who's just destroyed one of his blades and is reducing him to nothing more than a menagerie of quick evasions. "So then why go after Wolverine if you seem so enamored with me?"

"Would I really trust my brothers to bring _you_ to a second-rate Halloween shop?" Wolverine laughs, still slashing with his claws. "And even when they finally did, you hardly allowed yourself to be put under the shadows' spells. Face it, Leonardo; we are _both_ meant for much more than those that we lead into battle."

"If you were really a great leader," Leonardo tells him as he moves around him, "then you wouldn't feel the need to hide until all of your brothers were down. You'd know when you were needed, and you'd reveal yourself then."

"Isn't this a case of the pot calling the kettle black?"Wolverine growls, finally grabbing hold of Leonardo's arm and slamming him against the same wall that I'm pinned against. I can feel the vibrations from the collision against my back. "If I didn't know better, I'd say your unwillingness to show yourself during battle meant that you were almost _hoping_ I'd get rid of your brothers _for_ you."

Oh, that does it. Even from my awkward angle, I can see the rage flash through Leonardo's eyes. "If there's one quality you and I definitely _don't_ share, it's our views on brotherhood. I would _never_ abandon my brothers when they needed me." I see him close his eyes and just barely hear him murmur, "Logan, please forgive me."

With that, he thrusts his remaining blade through Wolverine's torso. I flinch. I don't flinch because I'm watching a teammate get impaled upon a sword. I'm flinching because I'm watching another teammate get strung along in a trap. Wolverine had clearly left himself wide open to the attack. The demon knew that it'd easily lose its current hold on Wolverine if it was injured… and can now go into Leonardo.

I struggle even harder against my restraints as I see the gray shadow rise from Wolverine. Leonardo pulls his sword back, looking not at all surprised. He knew. He knew that he'd be putting himself in danger of possession. Then why-?

I get it. "Sorry to disappoint you, buddy," I tell both the demon and Sinister, "but it's not going to take. You need to get Leo under your hypnosis to embed yourself into his brain permanently, and I've already got people dealing with your equipment. Shadows, DNA samples… consider it all _history_."

This seems to get under Sinister's skin, but it doesn't deter the demon any. Hey, look. I've apparently made a fool of myself, since the demon doesn't seem to be having any problems entering Leonardo. Then I remember: Leo _did_ have a few minutes' worth of hypnosis back at the Halloween store before Nightcrawler could pull him out. Would that be enough for this demon? Was he somehow stronger than all of the others?

I find myself cringing again at the sound of high-pitched laughter coming from Leonardo's mouth. As he pushes Wolverine's limp body away, I renew my struggle against the metal beam. Maniacal cackling coming from a now-evil ninja turtle. Go ahead and picture it; see if _your_ skin doesn't crawl.

"Incredible," Leonardo hisses. He looks at his hands, flexing his fingers as though marveling over the strength in them. "This strange creature is even more physically fit than the wolverine. I feel so… so very…." As though the thought just occurred to him, he picks Wolverine up by the collar of his shirt, lifting the X-Man with the metal-laced skeleton up over his head with just one hand. "The power is uncanny."

"Remark on that later," Sinister tells him. He takes a few steps back and gestures towards me. "Since Spider-Man is currently our only fully conscious adversary, perhaps it would be best to show him the full extent of your power, even before I provide the mutagenic enhancements."

Both Sinister and I are surprised when Leonardo hurls Wolverine's heavy body at Sinister. One of his claws grazes Sinister's arm before Wolverine's dead weight pins him onto the floor. "What?" Sinister cries out. "What is the meaning of this?"

"You are _certainly_ one to talk about meanings, Mr. Sinister," Leonardo tells him. I can see a small smirk on his face that isn't at all like Leonardo, so I don't even entertain the thought that Leo's been pulling our legs. "I would _love_ to know the meaning behind the way you spoke of the desires of the great Apocalypse, as though you have no interest in the master's wishes. This would almost make me think that you were a free agent working towards your own goals, Mr. Sinister, which would surely go against what you told me and my brothers. I am afraid that I cannot work under the employ of one as irreverent as you-"

"Are you betraying me, you gaseous little nitwit?" Sinister growls as he pushes Wolverine off of him.

"Gee," I murmur, "it looks like I've walked in on a rocky business transaction that has nothing to do with me whatsoever. I wouldn't want to get in the way of your spat, boys, so if someone could just loosen this hunk of metal standing between me and the exit, I'll gladly go along my way."

"Betrayal is what you know best," Leonardo tells Sinister, who's slowly making his way to his feet. "But as the spider tries my patience as well, I suppose it wouldn't take too much effort to rid the world of him. _You_, on the other hand, should stick around. Death would be too kind a fate for you, and so you can wait until I recruit new Horsemen in my brothers' place."

Sinister looks like he's about to lunge for Leo, but stops cold. Oh, I get the paralysis now. Leo's got Sinister in a "Death grip." Ha. The play on words kills me, so long as Death himself doesn't try to do it first. And judging by the way he's reasserting his grasp on his sword as he looks at me, I'm thinking that the play on words won't get the chance.

"Actually," Leonardo tells me, "I suppose I should give you some form of credit, since you're lucky enough to not be human. You have quite a few options. You can either tell me where this 'Donatello' that you were just speaking to is, and perhaps lead me back to the rest of the turtles so that I may build up my forces from them. Or you can use your intelligence that you spoke of to create a new shadow projector, as you claim that the one I have been making use of has been destroyed. Lastly, you can willingly choose to serve Apocalypse as one of his new Horsemen. I would even allow you to choose which you can be."

Feeling something with my spider-sense, I tense up. "Personally," I tell him, "if those are my only options, I'd much rather you put me out of my misery." I really, really, _really_ don't like the sudden smile that breaks out over the turtle's face.

"I was _hoping_ you'd say that," he whispers.

He runs for me, and I can't do anything but watch him come at me with his sword. I say a prayer in my head and think of MJ, just like I always do when I'm about two steps away from certain death. I notice that I say that prayer an awful lot.

Leonardo swings his sword, but it doesn't get its target. Colossus had re-entered the room and dove in front of me. The blade clashes ineffectually off of Colossus' metal armor, and I breathe a huge sigh of relief as I wonder why superheroes _always_ cut it so darn close. "I guess the old Leonardo's got a distinct advantage to the evil one," I say, more to myself. "_He's_ more observant."

I can hear Colossus heave a heavy sigh of his own as he grabs Leonardo by the shell. "I _do_ hate being the one to have to do this," he tells him. With that, he picks the turtle up and tosses him across the room, apparently hoping to put some distance between us.

"Spidey!" I look to see Shadowcat besides me. She grabs hold of my shoulders and uses her phasing powers to pull me through my restraints. I thank her, but she hardly looks like she's listening. "Wolverine's down! Is he breathing?"

As she stoops down besides the bleeding and unconscious Wolverine, I explain, "Leo had to do it. I guess he thought that getting the demon out of Wolverine would solve everything, but he hadn't counted on it possessing _him_ even without the use of the hypnotism."

She looks up at me, surprised. "What are you talking about? Leonardo was planning on getting possessed all along." Confused, I ask her what _she's_ talking about. She looks back down at Wolverine, applying pressure to his sword wound. "Wow," she murmurs, "I guess Hank kept you out of the loop, huh? That's not like him at all."

As she says that, I remember Hank McCoy leading Leonardo away from the group, telling him that he needed him to do something dangerous. What did Hank hope to accomplish by getting Leo possessed? What could possibly come of-?

My ponderings are cut short by a sudden scream. It's even more spine-tingling than Raphael's. I look up. Apparently, Colossus and Leonardo had been fighting, but Leonardo suddenly pushed Colossus away as he fell to his knees, his hands pressing against his head. "What…?" Leo spits out, hardly seeming to have enough air to speak. "I don't understand. What's happening?"

Shadowcat pops up and grabs the still-paralyzed Sinister. "Can't let _this_ guy get possessed," she says, reaching a hand out for me. "He's bad enough _without_ any demons." Realizing what she's getting at, I grab her hand. She uses her powers to keep herself, Sinister, and me safe from the demon that's about to be forcibly ejected from Leonardo's body.

With an earth-shattering scream, the apparition that controlled Leo's body for such a short time shot out, seeming more like sludge than a shadow. I winced, hearing Leonardo's true voice in the outcry. Again, I know what Donatello meant when he talked about wanting to block out Raph's screaming. If I could find some way to get that anguished, heady noise erased from my memory, I'd do it in a heartbeat.

I squeeze my eyes shut. Hank did something. He did something to Leonardo that wouldn't be activated until this corrupt X-gene entered his system. Hank turned him into a ticking time bomb. I don't know whether I'd congratulate him or knock his block off the next time I see him.

Speaking of shoving, I suddenly find myself falling to the ground, with Shadowcat on top of me. When I look up, I see that Sinister has gotten over his paralysis and has bucked Shadowcat off of him. I feel another buzzing sensation in the back of my skull even as Shadowcat and I are suddenly flying backwards. I find myself once again slammed against a wall.

"Fools," he snarls. "Did you really consider yourselves safe just because four decrepit demons have been vanquished? Do the three of you believe that you have what it takes to battle against Mister Sinister?"

"Actually," I groan, trying to talk despite the sudden invisible pressure at my chest, "I didn't have time to think about the safety issue. I was more worried about my friends. And if you had any brains, _you'd_ worry about my friends, too."

He hisses as he suddenly feels something pinch his arm. Looking down, Sinister seems shocked to see that he's just been shot by an injection that came from the open door. As he looks up, he gets another dose of medicine, along with another. Shadowcat and I slide to the floor as Beast and Leatherhead storm in bearing weapons that look like tranquilizer guns, shooting Sinister with shot after shot of… something. And whatever it is, it's not making Sinister too happy.

"Leonardo!" Leatherhead calls out, seeing his friend choking on the floor. I swear I see the crocodile's eyes change somehow, and he growls at Sinister. He would have dropped his gun and charged at the retreating mutant, but Beast held him back.

"Do not be alarmed," Beast tells him calmly, still shooting at Sinister with his free hand. "Leonardo will be all right momentarily. As for the great Mr. Sinister here, he will no longer be a bother to us."

"What have you done?" Sinister cries out. "You idiots, what on Earth have you-?" Look who's calling who an idiot. _He's_ the one who doesn't know the mutant cure when he's been injected with massive doses of it. And considering his advanced age and the amount of the serum he's been shot with, I'd say that we're going to have a pretty disgusting decomposing skeleton on our hands pretty soon.

Sinister screams and runs, headed out towards the door that Wolverine had entered through. Leatherhead looks down at Beast, asking "Should we give chase?" Beast merely shakes his head.

"I'd be tempted to pump the rest of the medication into that scoundrel," Beast answers. "Remember, we need some for your friends. Check on Leonardo while I get the rest of these vials unloaded." As Leatherhead does as he's told, Beast walks over to us, fiddling with his gun. "I hope your injuries are not severe. I notice that there are quite a few missing. Someone tell me I'm merely overanxious."

"Hank!" Shadowcat throws herself at Beast, sobbing into his fur. He looks alarmed by the blood on her hands, but gently pats her back. "Hank, we need to get them to a hospital. There has to be some place nearby that… that…."

"Calm down, Kitty," Beast tells her soothingly. "Get _who_ to the hospital?"

"Kurt, Rogue, and Logan," Shadowcat answers.

"And Raphael and Michelangelo," I throw in.

Beast doesn't seem too happy about the number of wounded we have. And if Shadowcat's suggesting a hospital rather than just rushing them back to the X-Mansion, he could figure that it's pretty severe. The three of us hear a harsh groan behind Beast, and we all turn to see a battered Wolverine leaning against Colossus as he hobbles over towards us.

"Damn," he mutters thickly. "What'd the hell I miss?"

Shadowcat cries out Logan's name in relief. She's about to hurl herself at him, but sees that he's still aching over his bloodied torso. Spitting out a wad of blood, Wolverine grumbles, "I swear, I get one more sword run through me, I'm gonna give it all up and be a farmer in Wyoming."

"You mean, you remember it?" I ask. He nods and says sure, that demons _love_ when their hosts can still see out of their own eyes even though they can't do anything about their actions. They get a perverse kick out of it. Seeing as how Wolverine's had a whole lot more experience than me, I don't doubt him.

"Kitty," I say after a moment, "take Hank to wherever you stashed Don and Raph. It looks like Raph could use some medical attention, and I want you guys to make sure that everything in that lab is history."

"I have brought explosions with just that task in mind," Beast tells me. "As it was once said, 'In times of tribulation, it-' Oh dear!" He was cut off when Shadowcat abruptly grabbed his hand and pulled him into the wall. I guess she's had to hear his quotations a lot more than I have.

Leatherhead walks towards us, carrying Leonardo in his arms. I expect the turtle to follow the trend and be unconscious, but he's still wakeful. "Hey," he says waveringly when he sees me. "Did it work? Are the demons… are they gone?"

That's when I realize that, by all accounts, he _should_ be unconscious. He was just too stubborn to let himself fade away before knowing for certain that the bad guys were good and dead. "Yeah," I tell him quietly, putting a hand on his head. "They're gone. Go ahead and go to sleep, little buddy. When you wake up, your brothers are going to be right next to you. I promise."

When he closes his eyes with a smile, I'm amazed by the child-like peace that spreads across his face.


	11. Chapter 11

I've said it once, and I'll say it again: I love the benefits that come from being an Avenger.

With a couple of quick phone calls, I managed to get my hands on Cloak, a metahuman who can transport a large amount of people from one place to another. Unlike Nightcrawler, he doesn't get sick or weary when he teleports, so I didn't feel too bad about asking. Besides, he owed me a favor. He managed to get me, the X-Men, and the turtles back to the Xavier Institute in no time at all.

I give MJ a call, telling her that I should be home by tonight. I just want to make sure that no one's injuries proved fatal. She seems shocked that Donatello was the only of the turtles to be able to walk away from this, but I ask her, "Why? You _did_ say he reminds you of me, right?"

Her response? "Oh, I see. Then he was crouching in a corner and making wisecracks the whole time, wasn't he?" Ouch. Touché. Even more so because it was pretty close to fact.

Since I don't want to surprise the younger students at the Institute, I figure that it's best to take off my uniform and walk around in civilian wear. Wasn't too keen on borrowing Cyclops' clothes, but hey; you take what you can get. Besides, so long as I don't wrinkle them, I don't think old One-Eye is going to get on my case.

As I step off the elevator so I can head towards the infirmary, I happen to catch sight of Hank coming out of one of the rooms. He sees me coming and waits for me, knowing that I'd want to speak with him. "Hey," I ask when I get close enough. "How are the battle-weary?"

"It could have been much worse," Hank confesses. His eyes look a little bleary. Since he's used to not getting any sleep, I imagine that this is a sign of nerves. "Considering the length of Wolverine's claws and the ferocity with which he struck-" I interrupt him, telling him to spare me as many of the gory details as possible and just tell me how they _are_.

After a moment, he replies, "Rogue is quite ill, of course. However, she seems to have been able to walk away from her encounter with Pestilence with little more than what seems to be the flu virus. Her liver was almost punctured. Almost, but not quite. She will be in pain for quite a long time. However, with the work of some of our resident healers, she should at least be able to walk relatively shortly. Nightcrawler, however…."

There's an awkward pause. "There are two things I'm not liking about this," I tell him. "One, you referred to him by his codename, which you rarely _ever_ do even when you're on the field. And two, you trailed off. It's not like you to trail off, McCoy. Give it to me straight."

It takes him a while, but he finally looks me in the eye and says, "As far as I can tell, he'll live. We can be thankful for _that_, at least. However, I'm afraid there's frightfully little else I _can_ say. He's lost a lot of blood. Though no major organs were…." It looks like he gets a little pale, but he forces himself to continue. "The healers are doing all they can, and even _that_ doesn't seem to be enough. He's the only one of the others who hasn't regained consciousness."

I look down. Of all the…. Ugh, this isn't fair. If it weren't for Kurt, I'd still have no clue what was going on and the four turtles would now be Four Horsemen. Apocalypse would be on his way back to Earth and the natural order of the Celestials would have become unhinged. In plain English: Kurt just saved the world. And of all of the mutants that passed out, he's the only one who's so far gone that he hasn't found his way back yet.

Still, I'm an optimistic kind of guy. Looking back up at Hank, I ask, "So, the turtles… they're good? No demon-y side effects?"

He allows himself a small smile, though he's still clearly concerned about the wounded X-Men. "After I injected them all with the remnants of the mutant cure to be sure that the corrupted X-gene was flushed out of their systems, they seemed to be right as rain. Michelangelo should have been in a coma, given how much contact he had with Rogue. It would appear that the mental discipline she extracted from Splinter may have actually helped her know when enough was enough while simultaneously protecting her from possession. Though Michelangelo's rather sluggish, Raphael seems convinced that that's how he _always_ is. As for the surprisingly vocal reptile, he's just fine. Quite amusing when he's been given an appropriate amount of painkillers. A few bone fractures, but his threshold for pain is quite astounding. Have you noticed how very similar he is to our beloved Wolverine?"

I smirk. Yeah, Wolverine and Raphael? Similar? Who'da thunk it? "What about Leo?" I ask. "He didn't exactly look like he was going to be running around and salsa dancing or anything anytime soon. Though, I've got to admit, the image of Leonardo dancing salsa is even more entertaining than the thought of Raphael on drugs."

"Ah, Leonardo," Hank muses, scratching the back of his head. "I hope you can understand why I decided against telling you what had to be done, Peter. I know how protective you are over those turtles, and I knew you would never permit for the remaining brother to undertake something so dangerous."

"You're dancing around the subject, Hank," I tell him. "Salsa dancing, even. What'd you do?"

After a while, he breathes, "As you know, I'm quite familiar with the composition of the Legacy Virus. I had the idea that, since the introduction of these demons seemed to bring with them a distorted version of the X-gene-"

"You..." I blink, shocked. "Hank, did you… did you shoot Leonardo up with the _Legacy Virus_? Are you crazy? That stuff's _lethal_ for mutants!"

"For human-mutants, yes," Hank corrects. "But when comparing Leonardo's blood with mine or Kurt's, I found not a single genetic similarity other than the barest traces of a distantly-human link. It was only until after I was satisfied in the knowledge that Leonardo is a completely different kind of mutant that I posed the idea of introducing a weakened version of the virus into his bloodstream."

"But… but it's lethal in some humans, too!" I proclaim. "I mean, didn't it nearly kill Dr. Moira MacTaggert? How could you be so sure that those faint human traces weren't enough to cause a negative reaction to the virus?"

"A small degree of sample testing did the job quite nicely," Hank affirms. "Given my calculations, I suspected that there was only a thirteen percent chance of Leonardo feeling any lasting ill effects, and only a four percent chance that it would prove fatal."

"Even _those_ numbers are a lot higher than I'd like, Hank," I mutter.

"Precisely," he tells me with a small smile. "And that is why I neglected to inform you of them. I left the decision entirely up to Leonardo, and he consulted with Splinter. Since the Legacy Virus would not pose a threat until the carrier possessed the X-gene, I thought it best to use it as a precaution should he accidentally become possessed. Who knew that Leonardo would turn out to be such a martyr?"

"Martyr? Did you just say-?"

"Heavens, forgive me!" Hank interrupts, his eyes going wide. "I didn't mean to insinuate that at all! No, Leonardo is far from Death's door, which is just where we want him. He's currently resting in a room at the end of the hall. Michelangelo said something about wanting to go speak to him, since he feels largely responsible for everything that's happened."

"Aw, poor little Mikey," I murmur, relieved that things seem to be wrapping up. "Maybe I oughta show him the entertainment center you guys have got here. That should make him feel better, though I don't promise that he won't try to steal all of your DVDs."

"So long as he doesn't take any of my seasons of _Frasier_," he replies with a laugh. "I still haven't had the chance to watch them. Saving lives offers little leisure time." He begins to move away, telling me, "Go ahead and pay them a visit. The rest of the turtles should be around here somewhere. I'll be in my office speaking with Leatherhead, should anyone need me."

I nod at him, continuing on my merry way. I slow down when I pass by an open door, hearing two familiar, heavily-accented voices talking lowly. Poking my head in, I'm surprised to see Colossus and Raphael sitting together. After a quick glance, I see Rogue sleeping in the bed nearby.

"Hey, look," Raphael says, noticing me. Other than a few bandages and darkened patches that I assume to be bruises, he looks pretty good. "It's Spider-… oh no, wait. Mask's off. It's Peter. Hey, you're Peter, and _he's_ Piotr. He's like, a Russian version 'a you."

"Very intelligent observation," I whisper, stepping quietly into the room. "I take it that Hank's happy pills did a number on you, huh?"

"Pills?" Raphael seems to think for a moment. "Oh yeah. Got me a couple of shots. Big furry doc you guys got around here. Nice guy, too. I'm gonna buy him a razor for bein' so nice. He said that whatever he put in me was gonna make me a little loopy. But I ain't loopy. Nope, just… okay, so I'm loopy. Woo, drugs."

"Henry seemed surprised that he was as uninjured as he was," Colossus informs me. "But I did as Kurt asked. I did my best not to break any bones or to cause any internal bleeding. I only meant for my attack to be painful."

"Thanks a shell of a lot," Raphael mutters sarcastically.

Colossus blinks at him. "What? Is that not what made the demon leave your body? I was only acting as instructed." He looks up at me, seeing me looking at Rogue uncomfortably. "Do not be afraid of waking her, comrade. She has been given a large dose of medication as well. Henry knows of her temperament, so decided it best that she remained asleep until the healers can come back from Kurt's room and do what they can."

His eyes go downcast, and I ask how Kurt's holding up. "He has seen better days," comes the reply. "However, he has also seen worse. I do feel rather torn. He was injured because he chose to save my life, and yet I am not by his side. Still, I cannot bear to think of the little Rogue here alone at a time such as this. Besides, Katya is currently at Kurt's bedside, and I do hate seeing her so upset. Especially when she has a new friend doing so well to comfort her."

I raise an eyebrow at the "new friend" comment, and hear Raphael snicker, "Techie's gotta crush." Oh. That Donatello. Maybe he's more like me than I realized. Kitty's pretty cute, after all. Though I'm guessing that he doesn't know she's off the market, so to speak. I should probably do something about that before he ends up getting his poor little heart broken. Besides, there are plenty of other mutants in the sea… or, er, Institute.

"Right," I tell them. "I'm going to go sneak a peek at them." When Raphael chuckled and called me a voyeur, I _knew_ he was more than just a little "loopy." After rolling my eyes, I continue, "_You_, my little terrapin teammate, really should find a bed to crash in. And before you get any funny ideas, Rogue won't make for a good bunkmate. Not unless you like comas."

"What the shell's a punctuation mark gotta do with anything?"

I open my mouth, but I can't even bring myself to make smart remark. Looking at Colossus, I plead, "Watch him, will you? I nearly expect him to lean out a bay window and scream, 'I'm king of the world!'" As Raphael confesses to having watched _Titanic_ twice, I give them both a wave and head out of the room. I've come to the conclusion that Raphael on drugs may be even _more _amusing than Leonardo salsa dancing.

It's not too long before my cheery attitude disappears once again. I find Kurt's room, and I don't blame Colossus for not wanting to see Kitty this way. She's crying against Donatello's shoulder, and the turtle looks like he's absolutely at a loss. I quietly make my way into the room and step behind them, putting a hand on Don's shell. He doesn't jump, but I don't really expect him to; he's a ninja, after all.

Kurt isn't looking too good. Most of his chest is bandaged, forming a diagonal line from his left shoulder to what I assume is just above his right hip. There are two younger mutants—a boy and a girl—standing over him, and neither even do so much as spare me a glance. I don't recognize them, so I figure that these were the healers. I always assumed that the effects of a mutant healer were instantaneous, and that's when it hit me: without these two teenagers helping him, Kurt would be dead right now.

"Hey Parker." I look down to see Kitty gazing up at me from Don's shoulder. Her eyes are red and swollen from the tears, but she's trying to put on a brave front. Silly little kitten. "Nice to see you without your uniform, Web Boy. Really wish you'd drop in when we _weren't_ in mortal danger once in a while."

"Oh, you mean like never?" I ask. "Besides, you meet most of your best friends when you're in mortal danger. Isn't that right, Donnie?" He looks up at me. Though his face is still solemn, I can see a small twinkle in his eyes. Yeah, he knows that I know. Hopefully he catches on to the non-verbal man-code for, "She's taken, pal."

Kitty eases up off of Don, saying, "I'm really sorry, Donatello. I didn't mean to break down like that all over your… well, you're not wearing a shirt, but I would've gotten it all wet if you had."

"Hey, it's okay," he tells her quietly. "I'm going to need to break down in a few minutes, too, once all of the external stimuli fade away and the repressed memories start surfacing. You can return the favor then." Ooh, Donnie. Smooth. Real smooth. Parker approved.

"I'm gonna leave you two blossoming bosom buddies alone," I say, figuring that I'll knock some sense into his bald green head a little later. "I'm going to check in on Leo and rag on him for a bit. _Nobody_ gets to play the kamikaze hero around here. That's _my_ role; he can be the understudy, if he wants."

"Good luck convincing _him_ of that," Don tells me.

Back in the hallway, I begin to breathe just a little bit easier. The break of dawn's approaching, and it looks like everyone's checking out okay. Once I'm done looking in on Leo, I can find a bed of my own and sleep for a couple of hours before heading back to the city. Maybe MJ will _finally_ reward me with a home-cooked meal. Yeah, that's a bit reaching, but hey… you never know.

_It _would_ be the last room before the corner,_ I think as I continue down the long corridor. _Hank probably didn't want to take a risk. If there's someone potentially contaminated with a strain of the Legacy Virus—no matter _how_ weak—then I can bet the other mutants don't want him walking around them until they know for sure that he's clean. _

I'm about two doors away from what I assume to be Leo's room, and I see someone stroll out of the room and move to round the corner. Judging by the shell, I figure it's one of the turtles. The spring in his step convinces me that it isn't likely to be Leo, unless he really _has_ decided to take up salsa. However, given the fact that I suddenly hear a ringing in my ears and a droning in the back of my head, I don't think anyone's headed for dance lessons anytime soon.

"Mike?"

Michelangelo stops just as he's about to turn the corner and whirls around. There's a small table up against the wall with a flower vase on it. I nearly shudder when I see the flowers slowly shrivel up after his hand brushes against them. When I look back up at him, he smirks. Nope, that's not Mikey.

I'm about to say something, but my spider-sense tells me that it'd be a better idea to move my body rather than my mouth. I jump as high as I can, clinging to the ceiling as Michelangelo claps his hands twice in quick succession, sending two fireballs towards where I had just been standing. I jump down to the wall as he sends another one up at the ceiling. Great, time to rebuild the X-Mansion… again.

I look up to see that he's disappeared around the corner. I'm about to give chase when I hear a loud thump coming from the open door of the room that I had thought to be Leo's. Figuring that a possessed turtle can't get too far in a mansion filled with superheroes, I edge towards the room.

_Famine and War,_ I realize. _Two of the demons managed to re-enter Mikey's body even when he was unconscious, probably because he was under Pestilence's hold for so long. Pestilence itself must have- _

My thoughts are cut off when I hear a strange gurgling sound coming from the room and see Leonardo on the floor with his shell to me. He's on all fours, his body convulsing as though he were dry-heaving. "Leonardo!"

"Stay back!" I had taken a few steps into the room, but stopped. That voice… it can't be Leo's. It doesn't sound anything like the cool, calm leader of a powerful group of ninjas. It sounds… it sounds like the terrified tremor of a frightened old man. "Get out of the room, Peter. Just…." He erupts into a harsh coughing fit, and I try once again to make for him. He scuttles away from me and shouts, "I don't know what it is! It might be contagious! Stay _back_!"

He turns his head in my direction. I can't help it. I take a step back in alarm. His normally-brown eyes are now a watery yellow, and his smooth green skin is covered in red scales. I suddenly catch wind of a foul smell, and realize that he's been coughing up blood with a hint of something yellow in it. "Get out of here, Peter," he tells me. He winces, as though disgusted by the very feeling of moving his mouth. "_Now_!"

Covering my nose and mouth with my hand, I quickly back out of the room, close the door, and cry out for Hank.


	12. Chapter 12

"It's advanced septicemia, along with a case of stomatitis."

I look up at Hank as he exits Leonardo's room, removing the surgical mask he had placed over his face as a precaution. I've been sitting on the floor of the destroyed hallway with Colossus, Kitty, Splinter, Leatherhead, Donatello, and Raphael. It's clear that some of us really aren't in the mood for big words. "And in English, that would be….?" Raphael asks.

"Blood poisoning," Donatello answers. With a gulp, he adds, "And mouth rot, too. Oh… oh God." Splinter asks if it's as serious as it sounds, and Donatello's only response is to look down and squeeze his eyes shut. I'm disturbed by how much he looks just as he did when he had been under hypnosis in Leatherhead's lab. As Leatherhead comfortingly puts a massive arm around his shoulders and Kitty puts a sympathetic hand on the turtle's arm, I have the feeling that Donatello is going to need a _whole_ lot of counseling once this is over. That is… if it ever _is_ over.

As Raphael rises to his feet, it's obvious that the side effects of his medications have worn off. "Okay," he says, apparently trying very hard to remain calm. He gives Hank a stern look as he asks, "Can ya fix it?"

"'Fix' isn't the word I'd use for this, Raphael," Hank says after a moment's hesitation. "It is only with aggressive antibiotic therapy and a long period of patient waiting that either of those diseases can be treated, never mind being altogether cured. The healers will do all they can, but they've been nearly depleted just by dealing with Rogue and Kurt."

This response clearly isn't good enough for Raphael. He growls and makes for Hank, but Splinter quickly jumps to his feet and pulls his student back. "What do ya mean, 'never mind cured?' Ya sayin' ya can't guarantee that Leo will be okay? Is _that_ what you're sayin'?"

Hank's silence acts as his answer. "This is stupid," Raphael screams. "Look at ya. You're the big genetic specialist around here. And we got Donnie and Leatherhead workin' on our side, too. You three are probably the smartest mutant team in the world. Can't you do nuthin'? What good are your freakin' brains for anyway, if ya can't cure a couple 'a diseases? My brother just put his stupid _soul_ on the line for me, 'n I'm just expected to sit here and accept the fact that the batteries on your healers are runnin' low? They're _healers_! Let 'em heal themselves, then use every single one 'a them on Leo. All of 'em except one. Use that one on me so I can get in fightin' condition and go find the little demon that did this to my brother and _kill_ it with my bare hands!!"

"You _can't_ kill it, Raph," Donatello murmurs, his eyes still closed. "It's in Mikey, remember? We've got the X-Men out looking for him now, and they're the only ones who can do anything about this." Raphael utters a curse, telling us just what he thinks about us having to wait on the X-Men.

"This is crazy," I breathe, running my hands through my hair. "And I was _so_ looking forward to a couple of hours of shuteye. After looking at Leo's face though…." I trail off, seeing the pained expression on Splinter and deciding against mentioning how my nightmares are going to be infected by Leonardo's ailing face for weeks.

"We need Nightcrawler," I admit. "Nightcrawler and his silly little Spanish occult book that he got from Limbo. Maybe there's something in there that…. Donnie. You know Spanish, don't you?"

Donatello opens his eyes and looks at me. "There are limits even to _my_ knowledge, Spidey," he tells me. Under normal circumstances, I _know_ he would have never admitted such a thing. "I've taught myself Latin, though. It might take me a while to wade through it, but I'm sure I could make some sense of the text. Where's this book?"

"I saw it in the bag by Kurt's bed," Kitty offers, standing up. "Come on. I know a little Italian, so maybe I can be of some help. Most romance languages tend to be similar anyway."

As Donatello allows Kitty to help him up and lead him back towards Kurt's, I flash Colossus a glance just loaded with veiled humor. "Speaking of romance languages," I murmur, "_this_ should get amusing." Judging by the blank look on his broad face, he's got no clue what I'm talking about.

I debate whether or not to tell him that I suspect that his girl has got a green admirer, but I'm stopped by a loud yell and a crash. Looking up, I see that Raphael has just punched a hole through the wall. Yeah, _that's_ going to do wonders for the healing process.

"Hope ya know that's gonna come outta your tab." I see Wolverine appear from over the pile of debris, his arms crossed over his chest as he eyes Raphael. "Just came back from the security room. All our surveillance equipment's failed, and it looks like our telepaths are all on the verge of a nervous breakdown. Something's brewing out there, boy, and we're gonna need ya intact. Think ya can handle that?"

"Stay outta this, Wolverine," Raphael murmurs, his fist still embedded in the wall. "One 'a my brothers is dyin', and the other one's probably gone for good. This ain't the time to gimme no teamwork buddy-buddy lecture, got that?"

"You know what's pissing me off about this, hotshot?" Wolverine asks, lowering his hands to his sides as he slowly approaches Raphael. "That thing I hear in your voice, it ain't anger. Sounds an awful lot like depression, if ya ask me. Self-pitying, wallowing, _pathetic_ depression. Never woulda took you for a wimp, Raph."

Raphael snarls, pulling his hand out and turning towards Wolverine. Leatherhead gets up, meaning to come between them, but Splinter pulls him back. Hank and I glance at one another, both too worried and drained to know how to deal with _two_ Wolverine characters walking around the Institute.

"It's soundin' a lot like you're wantin' to start somethin', Logan," Raphael scowls.

"From the looks of things," Wolverine tells him, stopping just in front of the turtle, "I can start whatever I want. _You_ don't look like you're in any position to do nothing about it." Another growl sounds as Raphael quickly grabs Wolverine by the collar of his shirt and lands a solid punch on his jaw. I flinch, already attending Raphael's funeral in my mind.

Wolverine hardly acknowledges the hit and grabs Raphael's wrist. With his other hand, he gives the turtle's shell a hard shove, making Raph crash against the wall face-first. Raphael cries out again, but this is a frustrated, angry yell as Wolverine grabs his other arm and pins him firmly against the wall. "What do ya wanna do, Raph?" Logan asks. "It's your move."

"I wanna rip your damned head off, that's what I wanna do!"

"Good," Logan responds, giving him a small smirk. "Then that means you ain't depressed anymore. You're furious. Outraged. You feel that fire in the pit of your stomach, and you're gonna use it when we figure out who needs to get beat for what's happened to Leo. Because trust me, kid, _someone's_ coming. I can smell it in the air. So instead of you sitting around and beating up on inanimate objects because ya know they can't fight back, you're gonna let that fire _burn_. Save it up real good. And when it's time to let it out, you ain't gonna need to hide behind a smokescreen. You're gonna be the scary-ass inferno, and you're gonna do it for Leo and Mikey. You got that?"

Raphael's breathing hard, but he stopped fighting against Wolverine when he realized that this was just a lesson of sorts. He lets out an irate groan, and I can see him blinking away something that looks suspiciously like a tear. "Yeah," he finally answers. "I hear ya loud 'n clear."

Wolverine slowly lets go of him and steps away. Raphael looks like he wants to slump against the wall and hide his face, but he shows a good deal of courage when he takes a deep breath and turns around and looks Wolverine in the eye. Seeing Raphael rubbing his wrists, Wolverine remarks, "Better let Beast have a look at that, kid. An inferno ain't no good if he can't use his hands."

Raphael nods. Splinter steps up besides him and adds, "And I believe that, after your wounds have been tended to, you and I can both stand to go into some deep meditation, my son." Raphael looks like he's about to disagree, but Logan cuts him off.

"Daddy knows best," he says with the barest trace of a smile. "Your family needs ya, so humor the ones you still got around with ya. You ain't War no more; you're just Raph. So be Raph." Raphael says nothing, merely allowing for Splinter to take his arm and gently lead him towards Hank's office, with Hank following close behind.

"Most impressive," Leatherhead gasps after a moment. "Other than Splinter, I've never seen Raphael actually… well… _listen_ to anyone."

"He seemed to listen to me," Colossus offers.

"He was stoned when he was with you," I remind him.

"Was he?" Colossus asks, genuinely surprised. "He seemed like such a cheerful fellow."

"Much as I don't mind people marveling over somebody's temper other than mine," Wolverine tells us as he leans against the wall, "we got a problem. Possessed mutant turtle running around, remember? And if Pestilence got Mikey to do whatever he did to Leo, I'd hate to see what'll happen if he encounters any of my boys that're out looking for him. Emma's tried to locate him with Cerebra, hoping that the X-gene in him can get picked up, but it looks like Cerebra ain't cooperating."

"Couple of things in response to that," I say. "Hank gave the turtles a dose of the mutant cure. I'm guessing that this corrupt X-gene wasn't actually something that the demons brought in so much as it was something Sinister did to them. Sinister was probably hoping that the gene would be able to incubate within their bodies and turn into some snazzy new powers. Clearly, these demons are strong enough on their own, so Emma's not likely to pick up any X-gene readings coming from Mike. Secondly, Mikey's not Pestilence. At least, not exclusively. The explosions he set off were indicative of War. And I saw a plant shrivel up and die when he touched it."

"Famine," Leatherhead remarks.

"I'd bet my spider-sense on it," I reply. "My guess is, Mikey was the first of the turtles to be put completely under his demon's influence. Since Pestilence had such a strong hold over him, the demon was able to hold out long enough to let his 'brothers' share his pad when they got evicted, so to speak."

"And given the nasty things Death was saying about them," Wolverine surmises, "I can bet that they were none too happy about being left to fight their own battle. Either they didn't know that their brother's been killed, or they just resented Leo for some reason or the other. And they decided to take him out."

"Mr. Logan," Leatherhead says, "you claim to smell an oncoming presence in the air. It's wholly possible that the demons which have taken over Michelangelo simply attacked Leonardo because they wished to distract us from this new arrival. If the security system has been breached and is no longer in working order—as were the turtles' shell cells when they were initially possessed—could there be something happening right here, under our noses? That might explain why your telepaths are responding in such a terrified manner."

"I think ya might just have something, gator boy," Wolverine responds thoughtfully.

"I'm crocodilian, actually," Leatherhead corrects.

Ignoring the new piece of trivia, Wolverine turns to me quickly. It could just be my imagination, but I swear I almost saw a wince on his face. Maybe his sword wound's not as patched up as he would have liked Raphael to believe. "Look at you sitting on your ass, Parker. What about that tracer you put on Mike? Have you tried it out?"

I slap my forehead, astounded. "Whoa, holy memory lapse, Batman!" Wolverine gives me a hard look, and I mutter, "Sorry, wrong superhero." I rise to my feet, telling them, "Yeah, that's how we found Sinister's lair in the first place. I'll go head over to Hank's lab. I left my equipment over there."

"I will accompany you," Leatherhead tells me. "At a time such as this, it probably wouldn't be the wisest decision to split up any more than we have to."

"Right," Wolverine agrees. "So while you and Leatherhead are tracking down the evil turtle, me and Colossus can get to working on clearing out this hallway. I ain't one for housekeeping, but with a few close friends in Dreamland on this floor, it'd be a good idea to keep this dust outta their respiratory systems."

"Agreed," Colossus says. As he stands up, his metal exterior takes over. "If you need us, we shall be here. Call on us at the slightest signs of disturbance." As Leatherhead and I begin sprinting towards Hank's lab, Wolverine tells us that he'll let us know if he gets any telepathic messages from Emma.

As we walk quickly side-by-side, I give Leatherhead a sideways glance. "You know, don't take this the wrong way, but the last time I encountered a giant, green, reptilian scientist, he was slightly insane and bent on turning the entire world into huge humanoid lizards. It took me a while to actually take to you, but I'm glad I did."

"Why, Mr. Parker," Leatherhead laughs. "If I didn't know better, I'd say that you were using sentimentality in the hopes of building up more alliances in case one of us should get possessed."

"Gosh," I murmur, stepping into the lab that was directly across from the office where Hank and Splinter were looking after Raphael's injuries, "you really _are_ smart."

Leatherhead chuckles again as he turns on the light. "Never fear, Mr. Parker. You have proven yourself on more than one occasion to be a true friend to the turtles. After knowing them as long as I have, I can safely say that any friend of theirs is most certainly a friend of mine."

"Well, since we're friends," I tell him, grabbing my tracker and flicking it on, "I guess it won't hurt to call me Peter when I'm not in costume, huh? My students call me Mr. Parker, and I really don't want to think about how I'm going to give my next science lesson when I've just spent the weekend fighting demons."

"As yes, the eternal dichotomy," Leatherhead sighs as he makes his way towards the window in the far corner of the room. "Science versus the supernatural. What we see everyday with our eyes versus what we have come to believe with our emotions. In one room, two people are currently pouring over an ancient volume in order to decipher its secrets about Spanish demonology, and another two are in a laboratory using state-of-the-art equipment to locate a mutated turtle. Both the technical and the mystical have validity in this situation, though both are tales that the average citizen would scoff at as being nothing than nonsense. Being something other than human, Mr. Pa-… Peter, and yet being so closely-related to the _Homo sapiens_ that run this world, I wonder what you would have to say on the subject."

Trying to tune the signal on my tracker since I'm not getting any readings, I absently reply, "I believe in science when I have to, and I believe in the Random when science doesn't make sense. Lately, I find myself believing in the Random a whole lot more."

He doesn't answer for a long time. Finally, his voice taking on an air of severity, he breathes, "Unfortunately, I find the same to hold true for myself as well."

"Stupid device!" I mutter as I put the tracker on the table. "It looks like there's some kind of electromagnetic disturbance. Either that, or the signal's just momentarily jammed. I can't get a fix on Mikey."

"You don't have to worry about that." Looking up at Leatherhead, I notice that he's looking out the window. Not liking the gravity in his voice, I ask him what he means, worrying for a minute that _he's_ managed to get a demon of his own living in his body. Instead, he answers, "It would appear that I've found our turtle."

"Mikey?" I ask, moving towards him. "Where is he? What's he doing?"

"Oh," Leatherhead answers, "it looks like an arcane ritual that's aimed at drawing forth an unspeakable evil." I stop in my tracks, wondering where this guy got his sense of humor. Stepping besides him and peering out the window, I'm a little discouraged when I realize that he wasn't _using_ his sense of humor.

"Huh." I murmur. "Well, _that_ can't be good."

If it weren't for his bright orange eye mask, I wouldn't have even been able to see Mikey sitting on the grass so far in the distance. His face was raised towards the sky, and I could see the gauzy outlines of the demons overflowing from his body and his eyes shined red in the approaching sunrise. For once, I can feel the ball of nerves in my stomach instead of my spider-sense, so I'm hoping that means we still have time.

I turn away from the window, heading quickly across the way to Hank's office with Leatherhead on my trail. Without knocking, I barge in. Hank, Splinter, and Raphael look up at me, surprised by my uncharacteristic intrusion. "Hank," I say. "The Celestials. What do you know about them?"

He doesn't seem to understand what I'm talking about, so I clarify, "Kurt said something about Apocalypse being judged by the Celestials, and that bringing him back to Earth would defy the cosmic law or something. What do you know about it?"

Affixing a bandage on Raphael's hand, Hank looks down in quiet contemplation. "I'm afraid I can't help you, Peter. _No one_ knows anything about the Celestials. How Kurt would come to the conclusion that their will is 'cosmic law' is beyond me."

I'm about to tell him that Kurt read it in a book, but I stopped myself. The book. Of course. "Hank," I tell him. "I need to speak with Don and Kitty. And I don't want to cause any kind of alarm, but maybe you should consider telling Emma to peek out at the east end of the estate. _Fast_."

He asks me what I mean, and Raphael gets up and asks if I've found Mike. I say nothing, already scrambling past Leatherhead and running towards Kurt's room. Again, I storm in without so much as a knock. Donatello and Kitty look up at me from a small desk, where they've been trying to translate Kurt's book.

"Guys!" I cry out as I approach them. "Find anything about the Celestials?" They have no idea what I'm talking about, so I explain, "Cosmic law. Judgment of Apocalypse. Bring him back to Earth and everything goes topsy-turvy. Stumble on any of that yet?"

As Donatello flips through the book, Kitty answers, "I think I remember the Celestials. Apocalypse attacked the Institute, and just when it looked like our goose was cooked, they came out of nowhere and took him away. According to Kurt, though, not everyone who encounters them actually remembers them afterwards. I'd hardly think some 12th-century Spanish writer would know enough details to actually put them in a book."

"Hold on," Donatello tells her, stopping at a page and scanning the lines with his finger. "I think I passed by something that… here. Apparently, the word 'celestial' is a cognate. Good thing, or else I would have never picked up on it."

"What's it say?" I ask, leaning in over his shoulder.

He pauses for a moment, struggling with the Spanish and knowing from my haste that something was up. "Something about… the demons… collecting? Utilizing? The demons do something with the… energy… the _energia etheríca de los Celestiales._"

"The etheric energy," I realize. Of course. Something as powerful as the Celestials seem to be would probably leave behind massive doses of residual etheric energy, perhaps disturbing the atmosphere for _months_. If those demons could properly harvest that energy, they might have enough power to bring Apocalypse back to Earth. By bringing Mikey back to the Institute, we practically did their job _for_ them.

"Kitty," I ask after a moment. "When you guys faced off with Apocalypse here at the Institute… it wouldn't happen to have been on the east end of the grounds, would it?"

She thinks for a moment, then widens her eyes. Understanding what I'm getting at, she rushes to the window besides Kurt's bed. "Kitty?" Donatello asks. Looking up at me, he inquires, "Has something come up? Is Mikey involved?"

"Pete," Kitty breathes, apparently catching sight of something out the window. "I'm gathering that some of the X-Men know there's a red alert, right?" I tell her that she's right, and she turns to look at Don. "Donnie, keep reading. Maybe you'll find something that can help us out. And keep an eye on Kurt. If anything… if anything blasts through here, I'm counting on you to protect him."

Donatello doesn't look too happy about being left behind, but I can see the flash of fear in his eyes. Whatever's out there, he doesn't want to face it. Not now, and not _ever_, if he can help it. He finally gives her a small nod, telling her, "I'll do my best."

Kitty looks up at me. "You're not suited up," she states, "but you're gonna have to get Scott's clothes a little dirty. Think you can stand the wrath of Cyclops?" I wryly tell her that I _live_ for such confrontations. She scampers over towards me and grabs my hand. "Let's hope you get to live for those kinds of things for a long, long time."

With that, she drags me towards the window and walks us through the wall.


	13. Chapter 13

Kitty solidifies us once we're on the ground, landing us safely.

Good thing, too. It doesn't look like our safety is going to be guaranteed in the next few minutes. Something that looks like a glowing yellow net has domed out over Mikey, and is quickly enlarging all around him. A group of X-Men are running towards the scene: Beast, Colossus, Wolverine, Cyclops, and Emma Frost.

"Oh man," I breathe, joining Kitty as we run towards Michelangelo. "This is bad. Cyc and Emma aren't likely to care that that's _Mikey_ still in there. They'll do whatever they have to to stop him."

"_Is_ he really still in there, Spidey?" Kitty asks as we slow to a stop and look over the situation. "I mean, look at what he did to Leo. If even _Raphael_ couldn't bring himself to hurt one of his brothers after being possessed by one of the demons, is there any shred of Michelangelo still in there after _three_ of them have started crowding his body?"

"Don't even say it, Shadowcat," I tell her sternly. She can tell how serious I am by the fact that I've quickly relapsed into using her codename. "Where was that thinking when Logan sliced and diced Rogue and Kurt, almost adding your boyfriend into the X-Men salad? Mikey's still in there, and he can see everything that's going on and everything that he's been forced to do. He's a victim in all of this, and he deserves some saving. So be an X-Men and help _save_ the kid, okay?"

"Okay, okay," she says defensively. "I was just bringing it up."

I flinch at a loud cry from Wolverine. He had just tried storming through the net, but it doesn't look like it was exactly a stroll in the park. Beast kneels by his side as Colossus tentatively reaches out a hand towards the dome that's stopped growing—for the moment anyway. His hand quickly darts away after a few sparks fly. "A force field," he confirms. "I cannot breach it."

"Let's see if _this_ can!" Cyclops calls out. He sends out an optic blast towards the force field, but only succeeds in forcing us all to dive away as it ricochets off. I try webbing, but it doesn't take. Shadowcat tries phasing through, but she can't manage it. It looks like Emma's trying to reach Michelangelo telepathically, but to no avail. We're stuck on the outside.

"Fools!" I cringe at the sound of numerous voices speaking through one mouth. Mike's stopped looking at the sky and now has his glowing red eyes fixed on the seven of us trying to get to him. "Even without Death, the Horsemen of Apocalypse will not fail at our task. Your deaths are imminent." Huh, and _he's_ the good-natured turtle.

"You listen to me, you little runt," Wolverine says, finally picking himself up off the floor. "I know you can hear me, Mikey. No brother of Raphael's is gonna just sit there and let some stupid demons have a field day with his body, is he?"

The answer? A bit of the energy field snakes out and heads towards Wolverine. He and Beast both dive to the ground, just managing to avoid it. "That settles it," Cyclops cries out, adjusting something on his visor. "I'm going to have to take him down."

"Cyclops, no!" Shadowcat calls. "Giving him a stronger dose is just gonna make it harder on _us_ when it bounces off." Cyclops says something about going up to full power, but he's cut off by a sound that I'm already way too familiar with.

_If someone _ever_ sings, "If you're happy and you know it, clap your hands," around me again, they're getting strung up on a web and beaten like a piñata. _That's pretty much what I'm thinking as I'm forced into dodge after dodge as fireballs big and small come flying out of the force field at Michelangelo's beckoning. Most of the other X-Men scatter, though I manage to see that Cyclops needs to push Emma out of there. Either she's still trying to get through to Mikey, or she's been as affected by the recent activity as the other telepaths.

"Face it, you insignificant wretches," Michelangelo laughs as he rises to his feet. "There is not one among you that can pass through our barrier. Demons are not bound by the forces of this Earth, as _you_ pathetic wastes are." He looks at the tall blonde currently in Cyclops' arms and adds, "As for you, Miss Frost, we do not even feel your presence in our vessel's mind. Your psychic powers are _useless_."

As Mike makes with the scary chuckles that are even worse than Leonardo/Death's mad cackling, Emma regains her footing. "Hardly," she tells him coolly. Sometimes, I wonder if the surname Frost wasn't God's way of warning everyone of her personality. "I've little to gain from searching _your_ mind, or the mind of that reptile that you chose to stow away on. I'd rather use my abilities towards more useful endeavors."

"Oh?" Mike questions. "Such as?"

Raising an eyebrow, Emma smirks, "Such as contacting one who _can_ pass through your barrier."

Mike's face registers momentary confusion. Suddenly, I see a dark-reddish _some_thing appear behind him. As it begins to fade away, I realize what it is. _Oh no,_ I moan inside my own head. _Even _she_ wouldn't risk sacrificing one of her own for-_ Then I realize that this is the Ice Queen we're talking about. Of course she would, if it meant quickly snuffing an inconvenience.

Mike whirls around, seeing a shirtless and bandaged Nightcrawler clinging desperately to Donatello. "Mikey?" Donatello breathes as Nightcrawler falls away from him. Grabbing the fuzzy mutant before he could fall, Don cries out Kurt's name in fear. "Kurt! Don't just leave me here! What… what am I supposed to do?"

Fantastic. Emma managed to probe through Nightcrawler's mind and made him just conscious enough to teleport, but not enough to do anything after 'porting. Seeing Donatello in his room, he must have grabbed the turtle without warning. And now that he's too exhausted to even stand, the one person who _didn't_ want a piece of this is thrown right in the thick of it. Way to go, Emma. Wait'll I tell Professor Xavier on you.

"Allow us to give you a hint," the demons speaking through Michelangelo tells Don. "You're supposed to stay very, _very_ still." With a harsh, un-Mikey-like cry, he runs for Don, who seems paralyzed in terror.

"Donnie!" I turn my head to see Raphael running in towards the fiasco, with Splinter and Leatherhead in tow. Looking back at the turtles behind the force field, I see that his family's presence has an effect on Don. Still propping Nightcrawler up, he quickly unsheathes his staff and jabs it into Michelangelo's stomach, stopping him in his tracks. The possessed turtle lets out a sharp cough and hunches over as Donatello speedily sidesteps him, putting Nightcrawler down behind him.

I grab for Raphael as he passes by me. Instead of me pulling him back, he manages to drag me along with speed comparable to that of a freight train's. Either that's pure adrenaline at work, or this turtle's been taking his vitamins. "Raph, stop!" I tell him. "That's a force field, buddy. No one can get in or out."

Raphael says something about being forced to hack his way in, but Colossus quickly steps in front of him and wraps his metal arms around the turtle. "Sorry, my friend. There is nothing you can do for now. Save that fire that Wolverine has taught you to contain." Raphael growls, not exactly happy with the situation, but knowing that there really _is_ nothing he can do.

"I really hate to do this to you, Mikey," Donatello tells his brother as he tightly grips his staff. "But if you can't bring yourself out of it on your own, then it looks like I'm going to have to edge you along."

"And you were presumed to be intelligent," Michelangelo laughs, still charging for Don. "How do you expect to reach your brother if you cannot even _touch_ him without succumbing to-?" He's cut off by a sudden but brutal whack across his chest by Don's staff.

"I'm the passive one, remember?" Donatello tells him, jabbing him yet again. It's obvious that he's being careful to both maintain his distance and keep himself between Mikey and Nightcrawler. "I don't like violence, so my weapon was purposely selected to keep me far away from it." Michelangelo lunges for him again, but Don quickly pivots, his staff crashing down against his opponent's shell and forcing Michelangelo to stumble into his own force field. I flinch at his loud outcry.

"You can't contaminate what you can't touch, can you?" Don asks. I watch as he jumps for Mikey, risking getting dangerously close as his weapon comes down against Mike's head. The opposing turtle falls on his knees and, judging by the way the staff threatened to break, I'm guessing that he's probably concussive. For someone who doesn't like violence, Don's doing a good job at biting back his distaste for it. Then again, he doesn't really have much of a choice.

Standing behind his kneeling brother, Donatello's breathing hard. I can almost hear a whimper just before he murmurs, "I'm sorry, Mikey." He strikes out with his staff once more, the blunt end of it striking a precise spot on Michelangelo's neck.

The assaulted turtle gasps, and I can see his eyes roll upwards before he crashes forwards, unconscious. A pressure point. Of course. It wouldn't cause any lasting harm, but the demons would consider the body useless. As Mike falls forward, I can see the force field shimmer for a moment. Ultimately, it falls away. We're not out of the woods yet, though. Three distinct shadows are rising from Mike's body, and they've got their sights set on Donatello.

"Colossus," I call. "Drop Raphael and go get Nightcrawler and Mikey out of there. Raph, head back inside, _quick_. Shadowcat, go-" I don't even have to finish giving the command. Shadowcat's already running for Donatello, tackling him just before she makes the both of them go all ghost-like. The demons try to get at the pair, but they can't get a grasp on them.

Colossus drops Raphael, but the turtle tries to follow after him. He's intercepted by Wolverine, who grabs him firmly by both of his shoulders. "Neither of us are going in there, kid. Not taking the chance of getting all evil again." Raphael tries to push through, but he suddenly takes on a glazed look and hypnotically heads back towards the mansion, Splinter and Leatherhead following confusedly after him. That Emma. You can't trust telepaths to mind their own business… or to conduct business within their own minds.

"Nice of you to drop in when you did," I hear Donatello tell Shadowcat. Looking back at him, I see that his hands are wrapped around her arms, partly because he doesn't want to risk going solid too early, and partly because… well, because he apparently knows how to milk an advantageous situation for all its worth. Good grief.

"Don!" I call out to him, seeing Colossus grab hold of Nightcrawler and cover him with his body as the demons try to make for them both. "Anything these demons don't like that we can use to speed them out of here?"

Donatello blinks up at me, momentarily confused. "Extreme cold!" Shadowcat suddenly cries out. "At least, I think that's what I read. Something about them holing in the warm underground because they can't take the- whoa!" She ducks her head as one of the demons makes a dive at her, apparently trying to get her to shut up. Hm, I wonder if that means she's on to something? "Dammit," she breathes out, "where's Iceman when you actually need him?"

"Somebody say my name?"

My spider-sense tells me to duck as Bobby Drake comes surfing overhead on a makeshift ice slide. Did I ever mention that I don't like Bobby Drake? Because I don't. Not particularly. "Sorry about the perfect timing, folks," he tells us. "It's a bit early, and I'm a deep sleeper. Do I hit those turtle-looking things, or-"

"Try the _demons_," I grumble at him. "And hurry. It looks like Michelangelo's coming to." No sooner did the words leave my mouth that I see Michelangelo stir and slowly try to make it onto his hands and knees. "Hurry it up, Iceman!"

Unfortunately, it looks like one of the demons spots the movement from Mikey as well. While one is molesting Shadowcat and Donatello and the other's still trying to get past Colossus and to Nightcrawler, this one goes straight back into Mikey. He cries out, putting his hands on his head as though he can't stand it. "Mikey!" Donatello yells.

"Demons, huh?" Iceman mutters. "Looks like a turtle to _me_." He lets out an ice blast towards the screaming turtle, either because he knows that Mike's just been possessed or because he just doesn't listen. I'm willing to bet on a combination of those two.

Michelangelo tries to get up, but his lower half has been encased in a block of ice. Iceman hits him with another blast before turning his attention towards the others. "Get ready for an early blizzard, guys!"

"Well," Beast murmurs as Iceman turns the field into a snowy wasteland, "there go my azalea bushes. Again. I really should invest in an off-site greenhouse."

"That idiot just covered a couple of cold-blooded reptiles under several feet of snow and ice," I exclaim, "and _you're_ worried about your azalea bushes?"

Then Hank brought up a good point. These demons must be pretty idiotic themselves if they knew they had a weakness for cold and yet decided to possess a group of _reptiles_, of all things. Either Sinister or Death had been the brains of the operation, or they had been impressed enough with the turtle power to not pay much attention to that little flaw. Besides, if they had succeeded in bringing Apocalypse back, chances are that they wouldn't have to worry about weaknesses anymore.

Iceman jumps from his ice slide down onto the newly-icy ground, looking around. There are no signs of the demons… or of anyone else. I can hear people running behind me, and see Raphael stop besides me. He's breathing hard, trying to figure out what had just happened to cause several mounds of frost to appear out of nowhere while he was sleepwalking back to the mansion.

We all start when a sharp _crack_ breaks the eerie silence. Colossus has just broken through a sheet of ice, carrying a weakened and shivering Nightcrawler with him. From across the way, Shadowcat and Donatello phase their way through the ice, solidifying once they touch ground. Donatello takes a wary step forwards, trying to get his bearings straight.

"Um," a muffled, wavering voice says from underneath a pile of snow. "Someone out there? Anyone wanna give me a hand? But no clapping, please." As I recognize the voice as Michelangelo's, Raphael rushes past me and goes straight for the talking snow heap, followed closely by Splinter and Leatherhead. Donatello quickly but carefully makes his way across the ice, as though afraid of his legs giving out from under him.

Raphael brushes the snow away, revealing Michelangelo's head poking out of a block of ice. "Mikey! That really you?" I can't tell if Mike's shuddering or nodding, but he makes some half-hearted sarcastic crack about him being a teenage mutant ninja icicle.

"Get me outta here, bro," Michelangelo pleads. "I can't feel my toes… and I've only got four of them, so I don't wanna risk losing any to frostbite." Though he looks weary and two steps away from either hypothermia or a psychotic breakdown, it's plain to see that he's back to being essentially Mikey. So why is my spider-sense still bugging me?

"Wait," Emma says, appearing behind Raphael and holding his arm back before he can cut through the ice with his sai. "Let me do what _should_ have been done before we foolishly allowed him into the Institute in the first place." Her attitude is even chillier than the ice, and Raphael seems to have picked up on some colorful ways to express his displeasure at her haughtiness. Still, Emma does what she does best—she ignores him.

She softly puts her fingertips on Michelangelo's forehead. Mike looks up at her hand, confused. Then he starts shaking within his confines. "Hee," he giggles despite himself. "What you doing? That tickles! Hey, cut it out!"

Backing away, Emma looks somewhat satisfied, and for the first time since I've known her, that's actually a good thing. "All malevolent energy is gone," she announces. "Nothing remains within his head… and I _do_ mean-"

"Hey!" Raphael barks out. "Don't even _think_ about sayin' it, lady! The only one who gets to make fun 'a his empty head is _me_!" With that, he begins chipping away at the ice, muttering something under his breath about how someone needs to chip away at _her_ ice.

"Easy there, hotshot," Wolverine tells him as he pushes Emma away and steps up besides Raph. "She used to be a bad guy. So imagine, this is her being _good._" He offers no other explanation as he releases his claws, helping to break Michelangelo free.

"Eep, careful!" Michelangelo cries out, seeing the adamantium claws hacking away at his icy binds. "My shell's on the _other_ side, and I don't think that even _that_ can stand up to those babies!" Donatello offers him a laugh and places a hand on his head. Looking back at his brother, Michelangelo sheepishly says, "Hey, um… thanks, Donnie. Didn't mean to try and kill you or anything."

"Heck, Mikey," Don answers with a small smile. "It's okay. Just glad I didn't hurt you _too _badly."

"I never said _that_," Michelangelo remarks, experimentally shrugging his shoulders as his arms are freed. "You've got no idea what extraordinary effort I'm using to form complete sentences. You beaned me good, you little twerp! Probably got some major brain damage."

"None," Emma reveals. "Despite all outward appearances."

"You know," Raphael growls, "I _really_ don't like you."

"Join the club," Kitty mutters.

I see Colossus taking Nightcrawler back to the mansion, with Beast following worriedly after him. It looks like my little blue buddy's now comatose, and his bandages are bleeding again. Whatever good those healers did, Nightcrawler blew it all. Of course, if he hadn't, Mikey would still be talking like the girl from _The Exorcist_.

"So, the demons are gone," Cyclops says, always one to state the obvious whenever he can. "And whatever Michelangelo had been up to has been stopped. All that remains is to treat Leonardo and destroy the Halloween store that started all of this, just in case."

I notice the change on Michelangelo's face as Cyclops mentions Leonardo. "He, uh… he didn't… I mean…." He swallows hard, and Leatherhead removes his lab coat and gently puts it over the turtle's shoulders. After wrapping it tightly around himself, Michelangelo looks up at all of us. "I didn't give him nothing... bad, did I? I mean, nothing that doesn't have a cure, like cancer or AIDS or anything… like… that…. Right?"

Raphael and Donatello look at one another. Splinter quietly answers, "You gave him nothing, my son. It was our adversary who wished to take something away. Dr. McCoy and Leatherhead will do all they can, and I am sure that Donatello will assist them once he feels well enough to do so."

"Still," Wolverine tells him with a smirk, "you did a _heck_ of a number on our hallway. Hope you know a good contractor, kid."

Great. Warm fuzzies. Cute jokes. Family bonding. Hope for the future. It's all well and good. And as much as I want to join in on the festivities… my skull feels like it's housing about 2,000 beehives right now. I put my hands over my ears and hardly even realize that I've fallen to my knees as I try to block the sound out.

"Peter?" Cyclops asks, being closest to me. "Pete, what's wrong? You okay? Emma, look inside. Are one of the demons- …Emma?" Somehow through the droning and the confusion, I hear a loud cry coming from Emma Frost. The telepaths. They're still not doing well. Maybe Emma was able to shake it off for a while, but she had dropped her defenses. And whatever it is, it's making my spider-sense go just a little crazy.

"I know that the weatherman probably couldn't predict today's snow," Iceman admits, "but… did anyone hear anything about an eclipse?" My eyes had been clenched shut, and I open them to see that the ground in front of me is enshrouded in darkness. Looking a little higher, I can see Emma on the ground, her hands on her head as Cyclops crouches besides her and tries to figure out what's going on.

I hear Splinter's voice say, "I am afraid Mr. Summers spoke a little too soon when he proclaimed that the demons working through Michelangelo failed at their task." I can see that he's looking up towards the sky, and I somehow manage to tilt my head enough to look upwards. Something's coming. Something big.

"What is it?" Raphael asks. No one says anything. As the large shape gets closer to Earth, I can see it taking on a vaguely humanoid appearance. Only it's pretty obvious that this thing isn't human. And it's also pretty obvious that he doesn't need any Horsemen to squash us all like bugs. Because to Apocalypse, we _are_ bugs.

Trying to push myself back onto my feet, I tell them, "It's the Boogeyman."


	14. Chapter 14

A thirty-foot Apocalypse lands onto the ground with a crash.

"Freedom!" Apocalypse cries out. "At long last, prophecies are fulfilled, and the natural order of the accursed Celestials is forever destroyed." He looks down at the group of mutants and one metahuman gawking up at him. "Allow me to show my gratitude," he tells us ironically.

"Look out!" Cyclops yells. We scatter as Apocalypse lets out an energy blast, and I catch sight of Leatherhead picking up Mikey and of Don picking up Splinter, carrying them towards safety. I hardly have enough time to worry about Raphael before I feel a stab of heat hit me in the shoulder. Well, so much for returning Cyclops' clothes unwrinkled.

"Kitty," I hear Cyclops call. "Phase out and get the students to safety. And bring the rest of the fighters out here! We're going to need all of the help we can get!" Kitty doesn't need to be told twice.

"For once," Apocalypse tells him, sending another energy blast that Cyclops barely manages to avoid while carrying Emma, "it would appear that you almost comprehend the futility of fighting against the great Apocalypse. Bring me the rest of your supposed 'heroes,' and line them up like sheep to the slaughter. This has been a long time coming, X-Men."

"Well, _I_ ain't an X-Man," Raphael cries out. He had apparently circled around Apocalypse, and was using his sai to climb up the mutant's cybernetic body. "So, you're this so-called Apocalypse creep, huh? Other than lookin' like the Statue 'a Liberty's playmate, you don't look so tough to me."

"Whoa," Iceman remarks. "The little green dude's got a mouth on him. He never dealt with the end of the world before, huh?"

"He learns from the best," Wolverine smirks before running towards Apocalypse as well.

Wolverine doesn't have the time to change his course before Apocalypse easily grabs Raphael off of him and throws him towards the clawed mutant. With an enraged cry, Raphael crashes against Wolverine, pinning him down with his shell.

"Impudent mortal," Apocalypse tells him. "Do you not know who I am? I am Apocalypse, and my will shall rule supreme. Only the strongest shall be spared from the ill effects of my regime. There is no freedom from me. There is only freedom _through _me."

Picking himself up, Raphael snarls up at Apocalypse. "Gimme a minute, and I'm gonna show ya what's goin' _through_ ya!" Despite Donatello calling for him to draw back, Raphael runs for Apocalypse again. I cry out when I see Apocalypse's arm morph into something that looks like a cable with a spike attached to it… and it's headed straight for Raphael.

"So much for the Wolverine acolyte," Cyclops mutters. I resist the urge to turn around and deck him, knowing full well that Raphael was likely to surprise him soon enough. Who knew he'd surprise the rest of us, too?

Just before the impact, Raphael vaults over the spike, landing on the malleable body of the whip. As though he were running on solid ground, he manages to keep his balance and continues on his path towards Apocalypse even as the metamorph changes his arm back to normal. When he's high enough, Raphael jumps with both sai in hand, slamming them down on Apocalypse's massive throat.

Apocalypse lets out a grunt and falters backwards. Cyclops takes this opportunity to hit him with an optic blast, and Iceman does the same with his powers. Wolverine gets up and charges at him again, and Leatherhead decides to join in the fray. My spider-sense is still off the wall and my shoulder's still burning from the hit it took, or else I would be doing something other than just standing around like a dumbstruck spectator.

Leatherhead and Wolverine are swept aside as Apocalypse transforms one of his arms into a mammoth shield, also using it to block Cyclops and Iceman's attacks. Because of the angle at which I'm standing, I can see around the shield, and watch as Apocalypse plucks Raphael off of him, holding the angry turtle by the shell. "Your temper is amusing," he remarks, "and your skill rather extraordinary."

Still wildly swinging his sai, Raphael sarcastically responds, "Yeah, I can't figure out why your stupid little demons picked me out to be War. Must be what they call one of 'em weird enigmas or somethin', huh?"

"Indeed," Apocalypse answers. "Though you are mistaken. They were not 'my' demons, but simply frail followers who hoped to strengthen themselves by being chosen as my Horsemen. Only _I_ choose those worthy enough to act as one of my harbingers, and _I_ would much rather have you as Death."

All of us are astounded when Apocalypse takes to the air... Raphael still in hand. That snaps me out of it. "Oh no, you don't!" I yell at him, shooting out a web towards him. It manages to attach itself to Apocalypse's leg and ends up dragging me along. _Let it_, I think, feeling my feet leave the ground. _If Raphael turns into a genetically modified, tried-and-true Death, then this really _is_ the end of the world. _

I let out a surprise cry when I feel someone wrap their arms around my legs. It isn't meant to bring me down, but it seems like I've picked up a hitchhiker. Back-up is always a good idea, but I'm not willing to admit to that when I see who it is. "Mikey?! Get off of me! This is dangerous!"

"Really?" Mike asks. "And here I thought this was the line to the Ferris wheel."

"Mikey!" Donatello calls, trying to chase after us. We're already about thirty feet in the air, and ascending fast. "Mikey, what are you doing? Come down from there!"

"Hey," Mikey calls down to his brother. "I've been evil for this entire episode. Time for me to play the hero in this story, okay?"

I groan as I reach down to pull him up so he can get a better grasp on my web. "I swear, when we find out that we're really in a comic book, the editor's gonna _kill_ us for breaking the fourth wall."

"Aw, Spidey," he smiles up at me. "You mean you wanna be my sidekick?" I mention something about not even having my uniform on, and he asks, "You wanna borrow my bandanna? It's long enough for you to wrap around your face a few times, if you really wanted to."

"I'll pass," I mutter, climbing up the web. "I'd much rather reveal my secret identity than look like a- whoa, watch it!" I grab Mikey and pull him behind me as Apocalypse shoots some more beams at us, clearly not happy with picking up a couple of stragglers.

Michelangelo squeals as he tries to climb over me. I hiss as he presses against my injured shoulder. "Mikey, quit it! Just hold still, or else the web's gonna-" Snap, did you say?

Mike clutches at me and screams again, but I let out another two webs, aggravating my shoulder even more when they hit their mark and pull taut. "Insignificant pests," Apocalypse breathes. He reaches down and pulls the webbing off of his torso. It's a good thing I've been web-slinging since I was fifteen; otherwise, I'd be getting a _really_ bad case of vertigo right about now.

He tries to drop us, but I'm webbing as fast as I can and stick to him yet again. "Sorry, Apocalypse," I tell him. "You want my buddy up there, then you're gonna have to take me along for the ride. Consider it something of a package deal."

"Yeah," Michelangelo pipes up. I can tell from his shaky voice that he's not liking the acrobatics. Hm, and I thought he was a ninja. "You tangle with one of the turtles, you tangle with all of us. Uh, well… at least one more of us… plus a spider… yeah. Shutting up now."

"Thank you," I tell him.

"A spider, eh?" Apocalypse pulls on the web again, and Mikey and I both cry out when he lifts us up to dangle us in front of his face. "So, _this_ is the true face of the famous Spider-Man."

"Thanks a _lot_," I tell Mikey, really annoyed this time.

"Sorry, buddy," Michelangelo apologizes.

"How unfortunate," Apocalypse states. I'm beginning to feel like one of those blood samples that I was studying under a microscope for all those hours. "You are much smaller than I had imagined. But then, perhaps that will suit my purposes all the better."

I ask _what_ purposes, but Raphael's voice carries over mine. "Let him go, bucket head! He's just a human, and you ain't got no use for one of 'em in whatever stupid possession plans you're schemin'. If ya know what's good for ya, you'll put 'em _both_ down before I gotta turn into Death a little earlier than you'd like!"

"Silence!" Apocalypse bellows out at him. I see him clench his fist around Raphael, which probably isn't doing a lot for those fractures he had suffered just a couple of hours ago. "Sinister and his associates may have favored mutants, but I make no distinction. Human or mutant matters little, so long as the strength and obedience is there." He returns his red eyes to me, and I suddenly get the feeling that this wasn't one of my better ideas. "Whatever strength you have, I can amplify it. And whatever obedience you lack, I can amend it. You may prove to be a valuable Horseman. I do not suppose you would accept the honor willingly?"

"Ha! Fat chance, fathead!" Michelangelo hollers. I elbow him in the rubs. Maybe this _was_ one of my better ideas. Or, at least, the one that's starting to form in my head might just prove to be… doable.

"What do I get in return?" I ask Apocalypse. I can feel Michelangelo's stunned eyes on me, not believing that I'd even consider the offer. "You can go ahead and turn me into a Horseman just like you've done to countless others, but most of them have turned their back on you or betrayed you, even _with_ the brainwashing. So if I can make a promise of obedience, what would you be willing to give in return?"

Apocalypse regards me with his large eyes, trying to figure me out. No doubt he knows that I'm only bluffing about ever wanting to work under his employ, but he also knows I've got a point. Warren Worthington as Death is only one example of one of his Horsemen shaking off the behavior modification and joining up with the X-Men. And since he knows we good guys have a decent store of a thing called "honor," I might be less likely to break a promise once I've been honor-bound.

"What precisely is the price of your loyalty?" Apocalypse asks noncommittally.

Michelangelo grips me tighter, as though telling me not to go through with this. "One of the turtles is dying," I say to Apocalypse. "I know the stomatitis to be curable, but it's the septicemia I'm worried about. You have enough power and brains to figure out a super-aggressive antibiotic cure. All I ask is that I be given a medication that will ensure his survival. After that, you can go ahead and turn me into whatever Horseman you want."

"Leo's dying?" Mike whispers. "But I thought you said-"

"Him too," I throw in. "Me and Michelangelo, along with Raphael, in exchange for a cure."

"What?" Mike explodes. "You're nuts, Pete! Man, what'd I miss while-"

I throw him an unusually fierce glance over my shoulder. "Do you _want_ Leo to get better, or would you rather have his death hang over your head? At least this way, we'll make an ally out of a potentially dangerous enemy. Or had it not occurred to you that our options are a little on the limited side?"

He seems stunned by my outburst, and I'm forced to show no reaction. Apocalypse doesn't know me, so he doesn't know my temperament at all. Maybe I can hope for him to think that this is just the way I normally act… and it'll send warning flares to the turtles. Judging by the harsh profanities about betrayal that Raphael's throwing down at me, I don't think he's quite catching on.

"At long last," Apocalypse remarks, "an alleged 'hero' with a shred of common sense. Your offer is intriguing, and I will in turn bestow upon you the mark of Pestilence." I tell him that he'll only get my blind loyalty if he makes the cure, first. "But of course," is his answer. "A business transaction in the simplest sense. If only the rest of the world understood such basic terms."

I'd feel a whole lot better if it weren't for the distinct impression that he's playing me just as well as I'm playing him… if not better.


	15. Chapter 15

Michelangelo, Raphael, and I fall into coughing fits as Apocalypse crashes through what feels like miles of concrete.

He finally tosses us down, and we land hard on the floor, sore and confused. "Okay," I cough, "the first things we're working on in this new partnership are your landings." I hardly have the time to dust myself off before Raphael's on his feet, making for Apocalypse again. "Raph, no!"

It isn't until he feels Apocalypse's flexible arm coil around him and lift him off his feet that he actually stops. "Extremely powerful and mindless of his own well-being," Apocalypse muses. "A worthy Death if ever I saw one."

Apocalypse turns, and I realize that we're in some kind of subterranean laboratory. You know, with all of these underground hideouts the bad guys have, you'd assume the turtles would've stumbled upon them themselves.

"Whoa, hold on there, Apocalypse," I tell him, scrambling to my feet and sprinting in front of him. Apocalypse has shrunk himself down to his normal height, which is only a mere eight feet tall or so. Still, he's pretty intimidating, and it's taking a lot for me to act like he's not. "We made a deal, remember? No one gets turned into Horsemen until I get a cure for the blood poisoning."

"Blood poisoning?" Michelangelo asks. "Is _that_ what that big word meant? Oh jeez… Leo…."

"If I remember correctly," Apocalypse tells me sternly, "our bargain stipulated only that _you_ not endure the transformation until the medicine has been procured. You said nothing of your terrapin friends."

Rats. Loopholes. And I _really_ had hoped that I phrased everything so that he couldn't catch me in any loopholes. "My 'compliance,' as you called it," I reply, "depends on me seeing all of my friends to safety. That includes _them_. Remember, you can brainwash all of us as much as you'd like, but good help really _is_ hard to find these days."

It aggravates me that he only continues to look down at me, amused. Raphael's still squirming in his grip, muttering obscenities as he tries to get free. "Drop him, Apocalypse," I tell him coldly. "I mean it. I wouldn't want to have to use any of the fancy equipment in this lab to vaporize you in under .6 seconds."

He gives me an odd look. I just threw that number out there randomly, but his reaction makes me wonder if I didn't make a lucky guess. "And how would you know how to operate such equipment?" Apocalypse asks, as though in challenge.

I scan the room, really looking at it for the first time. "There," I say, pointing to something in the corner. "That's an energy particle destabilizer, a product of Shi'ar technology. Similar to the machinery used by the Kree, though more advanced. I don't suppose searching it will find me an 'on' switch, would it?"

I jump when his other arm snakes out and coils around Mikey in much the same way he's got Raphael. "Interesting," he remarks as Mikey squeals. "A human mind that can grasp the concept of my superior technology. You must travel well, Spider-Man."

"You'll be doin' some travelin' yourself," Raphael growls, "if ya don't stop talkin' to that traitor and put me down so we can fight this out! Rather risk gettin' crushed under ya than bein' forced to listen to this scientific lecture. I wanna hear that, I can just talk to-"

"Raph, shut it," I tell him quickly. "Adults are talking, so why don't you just do what you do best and zone out for a bit?" Raphael looks ready to rip me to pieces, and I don't blame him. Still, I can't risk him bringing Donnie or Leatherhead's name into the conversation. I'm not bringing anymore people into this.

As Raphael curses loudly and Michelangelo looks almost as though he's actually on the verge of baffled tears, Apocalypse lets out a laugh at my reaction. "A fiery temper, almost matching Death. Yes, you will make a fine, fine servant."

"I will," I affirm. "But I kinda like my soul, so selling it isn't going to be easy. You put them down and whip up some antibiotics, and you've got yourself a new lapdog. Otherwise, no deal." Yeah, it's stupid. Don't think I don't know that. But I'm doing it for two reasons.

Reason number one, Apocalypse has been known to grant pseudo-favors to those who would serve him. Usually, these gifts end up being curses, since they tend to backfire catastrophically. Still, he'll at least _partially_ give someone what he wants. Heck, the reason Angel became Archangel/Death in the first place was because he lost his wings in battle and Apocalypse gave him new metal ones in exchange for his servitude. More bad came out of that than good, but Angel _did_ get his wings. If I can get him to mix me up a fast-acting cure for Leo, then I can get Beast and Leatherhead to examine it and refine any impurities before administering it.

Reason number two… I'm waiting for the cavalry. Mikey's tracer. I can still see it on the knot of his bandanna, just where I left it. With any luck, the others will remember about it and be able to use my equipment to find us and pull us out of this. That is, so long as my tracking equipment isn't actually busted, like I had thought. That would be bad. Very, _very_ bad.

I start when Apocalypse lashes out with both Raph and Mike, forcing me to dive backwards. I land in a crouch on the concrete wall and flinch when I see the turtles pushed so deeply against the wall that I'm almost worried their shells are going to crack. I feel like vomiting when I see the tears finally fall from Mikey's eyes, streaming down his dust-covered face.

"You are a _fool_ to attempt to manipulate Apocalypse," the megalomaniac metamorph proclaims. He's calling _me_ a fool; _he's_ the one talking in the third-person. "The only terms that stand are my own, and I believe I have humored you long enough."

Mikey groans as Apocalypse peels him off the wall, dangling him in front of him in much the same way he had done when I was on my web. "_This_ whimpering mess shall have to serve as Famine. It is only fitting, given his apparent frailty."

"Get your stinkin' tentacles offa my brother!" I look back to see Raphael hacking at Apocalypse's cable around his waist with his sai, trying to get him to let go. Yeah, not working. "Like I told that blonde bimbo, _I'm_ the only one who can mess with 'im, so you'd better get ready for a world 'a hurt!"

Apocalypse lets out one of those haughty laughs that supervillains are known for as he brings Raphael a little closer. I hope that he's stupid enough to try and bring Raph close to his face, but Apocalypse is known for being one of the brighter bulbs in the box. "And how would you imagine causing such destruction without some form of enhancement to your abilities? An enhancement that only I can give. Come, even the petty spider knows the inevitability of my victory."

Okay, that's it. There's only so much of this pretending-to-be-bad crap that I can take. "Hey, I'm guessing you're not about to put them down, huh?" I clench my fist when I see that Apocalypse doesn't even look at me. "Fine then. Deal's off. And so's your head, turkey."

I jump off the wall, launching myself towards him. He seems to have anticipated that move and releases a laser beam from his chest. He doesn't realize that I'm going just off-center. I land on the "tentacle" that's encircled around Raph, and I yank one of the sai out of his hand. "Hey!" Raphael calls as I jump away again. "Who's side are ya on anyway, Web-head?"

"I'm insulted that you even need to _ask_, Raph," I tell him, letting out a web and swinging myself around to Apocalypse's back. He tries to turn around and intercept me, but I manage to dig the sai into the back of his neck. He cries out, but I'm the one who ends up getting hurt. His cables start flailing wildly, and I end up getting whacked by Michelangelo crashing against me.

Apocalypse releases his hold on Mike so he can get the sai out, meaning that I'm now pinned to the floor with a giant turtle on top of me. Heh, Apocalypse has already figured out that turning his back on Raph for even a minute is a bad idea. Hopefully, he's learned the same thing about _me_. "Whoa…" Mikey murmurs groggily. "Some superhero _I_ turn out to be."

"You did good, Mikey," I tell him, gently pushing him off of me. "You didn't lose faith. And you're here. Trust me, just by being here, you're helping me out." He looks confused, but takes my words as a compliment.

"Infidels!" I flinch when I hear Apocalypse cry out. I look up just in time to see him hurl Raphael towards the energy particle destabilizer, and I can't help wondering if I'm about to watch him turn to dust before my eyes. Luckily, he simply crashes against it and falls on his face. Unluckily, this seems to put him down for the count. Apocalypse looks at me and Mikey still on the floor, but a vaguely familiar voice suddenly comes in from up above.

"'scuse me, but did somebody say infidels? I do believe dat be me middle name."

Apocalypse looks up just in time to see the X-Man known as Gambit come crashing down at him, striking him in the face with his telescopic bo staff. Apocalypse reels back, obviously not expecting the unforeseen company. And come to think of it, _I_ hadn't expected it either.

Gambit looks down at me and Mikey. He reduces the size of his bo and sticks it in the pocket of his brown trench coat, offering us each a hand. "Long time no see, _mon ami_," he tells me in his suave Cajun dialect. "It be lookin' like you got yourself some new friends."

"And _you've_ walked away from some old ones, last I've heard," I reply as Mikey and I accept his hand and allow him to pull us up. "Not that I'm complaining, since you didn't cut it _too_ close with the whole rescue bit."

"I ain't de rescue," he replies, looking back at Apocalypse. "I just in de right place in de wrong time. Gambit been gone from de mansion for a while, but den I heard _ma petite_ was in a bit of trouble, an' it jus' so happen I see an old friend flyin' through de sky while I was on my way back. Thought I'd drop in an' say hello. Hello."

His hand had been reaching into his pocket, and he takes out a deck of playing cards. Knowing what was going to happen next, I take the opportunity to check on Raphael as Gambit gives Apocalypse a taste of his kinetically-charged weapons of choice. "Mikey, stay close! We don't want to-… Mikey?"

As I get to Raph, I turn around to see that Mikey's taken his nunchucks out and is standing besides Gambit, prepping to attack. "Mike, get back here! You're in no condition to-"

"You fought this your way, Spidey," he tells me without looking at me. "I'm gonna fight it my way now. Especially since there ain't a chance of curing Leo after your new buddy turned on us." The words hurt, but I don't think they were meant to.

No time to whine over hurt feelings. As Michelangelo and Gambit take on Apocalypse, I crouch besides Raphael. He's bleeding. A lot. Not only are his bandages all sullied, but there's a fresh wound on the back of his head. I wonder for a moment if he's cracked his skull, but it doesn't look like he lets people worry over him too long.

"Where'd 'e go?" Raphael murmurs, hardly able to even open his mouth. I try to keep him down, but he's attempting to force himself onto his hands and knees. "Where'd 'a bastid go? I'm gonna… I'm gonna…."

I grab his arms just as his slumps against me. "The only thing _you're_ gonna do is get yourself some more of Hank's meds." I try to pick him up, but he seems unwilling to cooperate. He instead pulls away from me and tries to stand on his own, balancing against the detabilizer. "Raph, no! Don't lean on that!"

…hey, there really _was_ an "on" switch.

I hear an ominous-sounding hum come from the machine, and just manage to grab Raphael and swing us out of there on a web before it goes off. It lets out a burst of a white ray, hitting the arm that Apocalypse was currently using as a shield. Crouching on the ceiling besides the large hole that served as the entrance, I look down to see Apocalypse cry out, his arm returning to its normal shape.

I suddenly have a plan. Not much I could do about it if I've got to turtle-sit Raph, though. Really wishing I had as many arms as my animalistic counterparts, I awkwardly begin to web the semi-conscious turtle to the ceiling. "Huh? Wha-?" Raph murmurs. "What's… whaddaya doin'?"

"Call it a safety precaution," I tell him, knowing full well that as soon as he gets his wits together, he's going to try to slash his way out of there. "I've got some backs to look after and a machine to recalibrate. You just enjoy the show."

He calls for me to come back as I jump to the ground, but I don't pay him any mind. Gambit's just been hit by an energy blast, and I need to dodge his body as it soars past me. He crashes against the wall, but gets to his feet easily enough and extends his bo. "Dat wasn't very nice. Gambit best teach you some manners, _oui_?"

Hearing Michelangelo cry out, I've got a sudden urge to join the Department of Etiquette myself. Whirling around, I see that Mikey's managed to wrap one of his nunchucks around Apocalypse's throat and is currently hanging off his back. Apocalypse had apparently backed into the wall, literally forcing Michelangelo between a rock and a hard place.

Gambit and I run for him, and I spy Raphael's discarded sai on the ground. I use my webbing to grab it and send it flying straight for Apocalypse. He bats it away easily enough, but this gives Gambit enough time to slide towards him and smash his bo against Apocalypse's shin. Despite the baddie's armor, I can bet that Gambit charged up his bo with a good store of kinetic energy, which is what made Apocalypse fall to one knee, releasing Mike.

Despite the beating he took, Mike seems okay after a shake of the head. I try webbing Apocalypse down to immobilize him, and Mikey's using some nunchuck action across his head. "Keep him busy!" I yell at the two of them after I've covered Apocalypse in a whole lot of webs. "I've got a plan."

I hardly get to turn my back before Apocalypse breaks free, his huge arms knocking both Mike and Gambit aside. "What plan can you formulate," he booms as he begins growing again, "that can possibly defeat the eternal Apocalypse? Many have tried and _none_ have succeeded."

"Kinda like, 'many will enter, few will win,' huh?" Mike asks, lunging for Apocalypse again. I don't know what makes these turtles so hardy, but we humans could definitely use some of that ourselves.

I head back towards the energy particle destabilizer. If I can just figure out how to set it at its highest frequency, I might just be able to cause something of an atomic displacement in Apocalypse's body. I don't think it'll destroy him, but it'll definitely slow him down enough to allow for us to get out of here in case the X-Men don't-

Huh, why do they _always_ get here after you finally think up a plan B?

Raphael cries out as the large jet known as the Blackbird enters through the crater just a few feet away from him. As it lands, Michelangelo looks up from his fight with Apocalypse. "Woo-hoo! I was _wondering_ when they'd show up!" He lets out another yell as he's forced into a dive to prevent himself from being squashed by Apocalypse's giant foot.

"And so," Apocalypse says, "the X-Men have finally arrived en masse to their final resting place."

"Da only one who be doin' the restin' gonna be _you_, Apocalypse!" Gambit calls up to him. "And Gambit do hope it ain't in peace!" He dodges another energy blast from the monolithic mutant just as Cyclops, Emma, Wolverine, Shadowcat, Colossus, Donatello, and Splinter disembark from the Blackbird.

"Donnie!" I profess. "Just the mutant I wanted to see!" Seeming to think about it for a moment, Donatello puts away his staff and heads towards the destabilizer.

"No sense _two_ of us walking around with a bo," Don murmurs, glancing at Gambit. "Just a little bit of overkill. What's up?" I explain quickly what the device is and what I think it's capable of doing with the proper adjustments. Finding the control panel, I rip off the covering and look at the complex muddle of Shi'ar technology within. Don whistles lowly. "So, uh… I'm guessing _you_ know how to play with this kind of toy?"

"Now's not the time to play modest, Donatello," I tell him. "I can use these kinds of machines and figure out their effects, but I'm _not_ a tinkerer. That's strictly _your_ department. And considering that you're an amazing product of alien technology anyway, this should be a cinch for you."

"Okay, okay," he remarks, looking down at the control panel. Maybe it has something to do with the fact that the demons are gone, or maybe Splinter's buried select memories with more hypnosis. Whatever the case, Don doesn't look like a quivering mess of nerves anymore. "But I'm only doing this because you're stroking my ego. Oh, and because it might just save the world."

"You're a prince, Donnie," I say sarcastically.

I look up at the warzone that's taking place in the lab. Shadowcat looks like she's phasing through any energy blasts that come her way as she fiddles with something in the corner. Gambit, Wolverine, Colossus, Mike, and Splinter are doing all they can to provide a frontal attack. Cyclops is staying besides Emma, using his optic blasts to apparently keep her safe. Emma looks like she's concentrating… very, very, _very _hard. "Cyc," I ask, "what's the plan?"

Cyclops spares me a glance, either annoyed because of the distraction or because he's simply Cyclops. "Emma managed to get a psychic link with Professor Xavier in Genosha. He's currently working with Magneto to increase his electromagnetic brainwaves and synch them up with Emma's. Once we can get Apocalypse's mind out of the way, we can work on destroying his body and trapping him on the Astral Plane."

"You leave the body bit to us," I tell him, putting a hand on Donatello's shoulder. "I think we've found a way so that none of it can survive and regenerate." He nods and turns back to the battle at hand. Looking back at Don, I ask, "So… this _will_ make sure that he can't regenerate, right?"

"If we manage to destabilize every particle of his body and thus trigger something akin to a small-scale atom bomb," Don tells me, still tinkering, "then I'd like to see him _try_ and regenerate." He pauses for a moment before amending that with, "Actually, no, I wouldn't."

I look up just in time to see Raphael drop to the floor. He still looks woozy, but he's not about to sit out a fight because of a silly little concussion. Thankfully, Splinter spots him and heads towards him. I can't hear what they're saying, but Sensei's apparently doing a good job at keeping his confrontational pupil out of trouble.

"There!" Donatello suddenly cries out. "I think that should do it." At the same time, Apocalypse lets out a loud, angry yell. Don and I both look up to see him on his knees, his hands over his ears. It looks like Emma, the Professor, and Magneto managed to come through at just the right time. And to think, two of those three were bad guys not too long ago.

"Now's the time, Donnie," I tell him, backing away from the machine. "You think you can impress me?"

"It's not _you_ I want to impress," Donatello says, stepping behind the controls. "It's everyone _else_ in the room." Cupping a hand over his mouth, he calls out, "Everybody near Apocalypse, move back! I'm firing this thing in ten seconds."

"We don't… _have_ ten seconds!" Emma screeches.

"Okay then," Don replies. "Five. Four, three,-"

"_Now_!" Emma screams.

Unnerved by the pitch in her voice, Donatello presses the button that Raphael had accidentally knocked against earlier. He and I both cry out and duck on the floor as an intense beam shoots out from it. _Sure hope three-and-a-half seconds was enough for the others to clear out,_ I think.

"Goggles," I hear Donatello suddenly say. "Goggles would've come in handy right about now. That's another thing to add to my never-leave-home-without-it list." I agree, shielding my eyes as I attempt to look up.

It looks like a direct hit, and it doesn't seem like anyone's the victim of friendly fire, thankfully. Apocalypse is covered in the shimmering white light, and he's shrinking down to normal size. I wince when I see little white bursts along his body, signifying that his molecules are definitely on the verge of going _kablooie_. Yeah, you gotta love my scientific lingo.

"Shadowcat," Cyclops calls. "Have you finished setting up the explosives?" Explosives, did he say? You mean, _more_ things that are going to blow up? I do believe someone mentioned something about overkill.

"Got 'em, chief," I hear Kitty say. "Everyone, listen up! Grab the wounded and pile into the Blackbird. If you can't make it up by yourself and no one's around to help, you'd better call out and say something fast!"

Crawling around the back of the destabilizer so I don't end up getting hit, I grab Donatello and pull him to his feet, telling him to hurry. "Are my brothers okay?" Don asks, searching around. "I saw Raph, but… Mikey?"

"I got 'im, kid," Wolverine says behind us. He's dragging along a rather beaten Michelangelo, but it doesn't look like it's anything worse than exhaustion taking its toll on his resilience. "Keep moving. Go!"

Without another word, we jump into the Blackbird. I scan the jet. Six X-Men, three ninja turtles, one rat, and a spider. We all made it. At the controls, Cyclops quickly gets ready for takeoff. "Hang on," he tells us as the plane lifts off.

I look out a window. "All that equipment," I breathe, watching the lab fade away. "All of that technology." I ball my hand into a fist. I failed him. I failed Leonardo. Wow, now I really know where this whole clan honor thing comes in.

As soon as we're above ground, the explosives go off. It was either another instance of perfect timing, or someone had a detonator. Either way, Apocalypse's body and his secret lab were destroyed. "It's over," Emma finally sighs. "Apocalypse is trapped within the Astral Plane, and his body is gone. He shall hopefully never return again."

"Yeah," Wolverine mutters, "we've heard _that_ song before."

I'm still gazing out the window, staring at the smoldering fires and black smoke snaking out into the morning sky. I feel a hand on my shoulder and turn around to see Colossus looking down at me. "Why are you disappointed, comrade? Did we not achieve our goal?"

"Partially, Colossus," I tell him, leaning against the wall and crossing my arms over my chest. "I just… I had really hoped that there was something to be gained from that laboratory that could help Leonardo."

"Is _that_ why you allowed yourself to be captured?" Splinter asks. Donatello is crouched besides Raphael and Michelangelo, who are laid out on the ground, battle-weary. "Dr. McCoy has said that the disease is indeed treatable by modern science. Positive results may not be a guarantee, but…." He looks down, as though trying to compose himself. "But there was no reason for you to put yourself at such a risk. I understand that Raphael had been abducted and Michelangelo went with you of his own free will, but if saving Leonardo was your main focus, then I must tell you that such a sacrifice was not necessary."

"I know," I told him. "But I also did it to save Raph. I couldn't let him become an authentic Horseman. Besides… without Leonardo…. The turtles have already had enough bad things happen to them in the past thirty-six hours. Losing their brother and leader would just be… devastating."

"Yeah, it would be," Donatello confirms. "But losing a friend on top of that would have been even more so." He gives me a weak smile before adding, "Besides, Leo will be all right. He's in Leatherhead and Dr. McCoy's hands now. I've never seen a pair of brains with so much knowledge of biology. If anyone can get him out of it, they can." It sounds suspiciously as though he's trying to convince _himself_ rather than me.

There's a moment of silence before Gambit asks, "Gambit don't mean to pry, but what happened to dis Leonardo? He sick or somethin'?" I reply that it's septicemia. When he gives me an uncertain glance, I explain that that's the fancy word for blood poisoning.

"Blood poisonin'," Gambit remarks with something of a shudder. "Gambit had dat one time. Thought I was a goner. Dis was back in de swamp, an' dere was an old gypsy woman who done took good care of me an' made me better. If Hank's medicine doesn't work, Gambit can take one of da X-Men's planes to de swamp. I still remember where de hut was."

"Gypsy woman?" Don asks skeptically. "Thanks, uh… Gambit. But… I kinda prefer relying on things that have a basis in scientific fact rather than on voodoo dolls and other things of that nature."

"No voodoo dolls," Gambit explains. "Just some good old-fashioned gumbo dat she make special. Gambit not one for science, so I can't tell you how it works, but believe me, it work good an' fine."

Donatello still looks skeptical, but Splinter puts a hand on his shoulder. "At a time such as this, my son," he tells him, "it would be wise to keep an open mind. We have seen many cases in which science has failed, and less conventional methods have proven to be the victor." Turning his eyes to Gambit, Splinter graciously says, "If you would not mind, Mr. Gambit, I would be most honored to meet this gypsy woman and see if she can provide us with a suitable medication."

"We're five minutes away from the Institute," Shadowcat informs us. "You can grab one of our spare jets and make it there and back in a few hours."

"Since when do we trust _Gambit_ to fly a plane?" Cyclops asks testily.

"Since when do we trust the White Queen and Magneto to help save the day?" Wolverine counters.

"Touché," Emma mutters bitterly.

"It settled den," Gambit declares. "I go to drop in on _ma petite_ right quick, jus' so I can see if dere's nothin' I can do for her. Den I turn our friend into a swamp rat and we visit de ol' gypsy." He looks at Don, adding, "Maybe you should come too, _mon ami_. See if your science hold up to de swamp life."

Though Donatello still looks wary, he agrees.


	16. Chapter 16

It's quiet.

I've never seen the Institute so quiet before. Michelangelo, Raphael, and I are sitting scattered around the destroyed corridor, hoping for miracles. Like I do in most of these situations, I begin a silent conversation with an old friend.

_Hey God?_ _It's me again. Your old buddy Pete. Listen, I know that you and me have something of a rocky relationship, and I don't call or send flowers or anything anymore. Been busy chastising the sinners. Not that I'm being self-righteous, since doing that kind of stuff always get me in trouble. Just… don't let anything happen to anymore good people, okay? I don't know if you consider mutants "people," but… I'd like to believe that you do. They just risked their lives today—for family, for friends, for total strangers—and they did it because they know the value of a life. And anyone that knows the value of a life _has_ to fall under the "God's children" category, right? I mean… just spare them, okay? Leo's too young, and Rogue's only just starting to get her life back on track, and Kurt… I still need to give him one good punch on the shoulder, and I don't think it's appropriate to do that at his funeral._

The thought of Kurt's funeral almost makes the frustrated tears start to fall, and I jump to my feet. I don't know what I mean to do—punch a wall, storm into one of the rooms, yell and scream—but Kitty comes out of Kurt's room, and her expression calms me down a little.

"Kurt's conscious," she tells me with a small smile. She seems like she'd be glowing in her relief, but she probably doesn't want to needlessly get the turtles' hopes up. "We pretty much drained our last healer, but Kurt's opening his eyes and wondering what all the hubbub is about. 'All I did vas simply visk my life for the vell-being of others.'" She giggles, and I take her mockery of his accent as a sign that things are going well.

"That's good to hear." Kitty and I turn around to see Michelangelo looking up at us from the floor, a tiny, forced smile on his face. He hasn't been doing too well since we got back, and I'm thinking that Don isn't the only one who's going to walk away from this experience with serious issues. "_Real_ good to hear. I like Kurt. He's fuzzy."

Raphael offers a distracted snicker, but he doesn't even attempt an insult.

"Anyway," Mike continues, "how's uh… sorry, I don't remember her name. The girl with the white streaks in her hair and the Southern twang? I remember her doing something pretty scary to me while I was possessed, but then I kinda blanked out. Is she gonna be okay?"

Kitty smiles gently at him as she answers, "Rogue's going to be fine. She's a pretty tough gal. Logan's in there with her now. She basically absorbed your powers and strength to put you out of commission—that's kinda what she _does_. Anyway, Logan's always had a soft spot for her, so when she gets hurt, he lets her leech off of his healing abilities for a bit."

"Talk about robbin' the cradle," Raphael mutters. "Woulda thought he was too old for somebody like her."

"Not _that_ kind of soft spot," Kitty replies, surprised. "Despite the adamantium exterior, Logan's a big softie on the inside. Just don't let on that you know that, or he'll get grumpy and puncture your lungs… if you're _lucky_."

"Sounds like somebody I know," Mike remarks blandly, tilting his head towards Raphael. The joke's lacking in any humor, but I still try and offer a laugh. Mikey shouldn't be like this. He's the happy turtle, not the emo turtle. Surely he understands that none of this is actually his fault?

"So Kurt's startin' to come around," Raphael says, standing up with a wince, "and the little Southern Belle's spendin' some bondin' time with Wolverine. Peachy. Now when's this French jerk gonna come back with his crazy voodoo medicine?"

"Actually," I remind him, "it's not voodoo. Just some gumbo 'she make special.'"

"I don't give a crap _what_ it is, Pete!" Raphael yells at me. "All I know is-"

He suddenly clams up, and I know why when I see who's just entered the scene. Emma and her stupid psychic powers have such a way with shutting people up. "I would hope that you'd know to keep your voices down," Emma says sternly. "Just because some of our patients have staved off death doesn't mean that-"

"Oh, don't even get me _started_, lady," Raphael snarls. That Emma. _Always_ the eloquent one. "You play some fancy mind games, and I can deal with that. But when ya start messin' around _my_ head and talkin' about your friends and _my_ bro as 'patients' on the verge 'a death, there ain't much else I can say other than tellin' ya how much of a royal pain in the-"

"Raph," Mike murmurs, standing up and grabbing his brother's arm. "Not now. She's the principal of a school filled with kids with superpowers. Do you _really_ wanna tick her off after she just helped save our lives from some giant robot mutant named after the end of the world?"

"Your friend has a point," Emma stated, bemused. "Of course, I wouldn't abuse my powers as headmistress so foolishly, especially when I can deal with you myself if your insults actually managed to offend me. Still, whether or not you choose to acknowledge the severity of Leonardo's ailment, at least have the decency to keep your voices down for the sakes of the doctors working on him. Henry and this Leatherhead fellow have been keeping a faithful vigil besides him, and I'd rather you _not_ jar them into making a mistake that could lead to contagion. From what I understand, mouth rot is not the most _pleasant_ of diseases."

Raphael looks down again, apparently way too tired to give her the beating that he's probably envisioning. "No," he admits, "it ain't. And that's why I don't like thinkin' 'a Leo havin' to deal with it for any longer than he has to. So as soon as Swamp Boy gets back with his miracle gumbo, you tell him to get his butt over here, capisce?"

Emma remains silent for a moment, and judging from the discomfort on Raphael's face, they're having a telepathic conversation. Raph suddenly turns away, slumping back down to the floor with his shell against the wall. Michelangelo joins him.

"Well," Emma tells me and Kitty, "_that_ certainly was a refreshing way to start the day. After a shower and a few Advil, I almost feel like my old self again."

"Pity," Kitty replies. "My most sincere condolences."

"Droll, Pryde," Emma replies. "Very droll."

"So, uh, question," I bring up. "Not meaning to be the naysayer or anything, especially since we've already had to deal with demons, disease, and Apocalypse, but uh… is anyone else concerned about the fact that the natural order of the Celestials has now gone haywire? I mean, according to that book of Kurt's and what Apocalypse said, we should be ready for a _literal_ apocalypse sometime soon."

"I consider that a load of nonsense," Emma responds. "This 'natural order' of the Celestials is just a bureaucratic way for them to police the galaxy. It simply means that, with one of their laws broken, the rest of them no longer hold any meaning, and so _their_ entire way of judging existence must be called into question. As for our lives down here, nothing will change much…. It simply means that we're on our own."

"Right," I answer. "And _how_ do you know this?"

"I'm psychic, remember?" Emma replies. So she's not without wit.

"Question number two," Raphael brings up from his post, "or rather, number one, since it still didn't get answered. When's the ragin' Cajun comin' back from the swamp?"

"The Bayou's not exactly a hop, skip, and jump away," Kitty tells him. "For all we know, they might not even be on their way back yet. Besides the swamp's a bit tricky to navigate, even for somebody born and raised over there. And as for gypsies… they're even more unpredictable. So the simple answer? They'll get here when they get here."

"_Who'll_ be gettin' here, now?"

We all turn to see Rogue stumbling out of her room, one arm around Logan so she could keep her balance. Kitty cries out her name and runs to hug her, careful not to make any skin-to-skin contact. "I thought I heard somebody mention somethin' about a Cajun," Rogue murmurs. "Don't tell me that lousy good-for-nothin' swamp rat's back pesterin' us again, is he?"

Before the turtles could ask what she means, I shake my head. "Rogue, that good-for-nothing swamp rat's our main hope of saving one of the turtles' lives. Now's _not_ the time to berate him." I don't think Raphael _or_ Mike would be particularly happy about knowing that Leonardo's life is in the hands of Rogue's ex-boyfriend who's also a former thief and assassin that can't be trusted for more than thirty seconds.

"Logan told me one o' the turtle boys is sick," Rogue says as Logan and Kitty continue to help her towards us. "From the looks o' it, we _all_ got a little banged up in that there rescue. Looks like _my_ boy made it out okay, though." She says the last sentence while giving Mike a small smile.

As Michelangelo returns her smile with an uncertain grin of his own, I roll my eyes and reply, "Yeah, other than some possible psychological damage, he'll be just fine. And I guess we can say the same for Donatello, too."

"Must be the woman's touch," Kitty remarks. "We drive 'em crazy." I resist the urge to make a comment, which is just as well. It doesn't look like things are going to take a light-hearted turn any time soon.

The door to Leo's room opens, and Hank and Leatherhead step out, removing the precautionary surgical masks from their faces as they close the doors behind them. Seeing their downcast eyes, Raphael and Michelangelo stand up once again. I see Mike put his hand on Raph's shoulder, either to comfort him, to comfort himself, or to simply prevent Raph from flying off the handle.

After a moment, Leatherhead finally speaks. "The good news is, the stomatitis seems to be under control. We're quite lucky that it's bacterial stomatitis and not viral, since viral is much more difficult to treat and much more dangerous. We believe that he was given just a small dose of it strictly for its unpleasantness. With proper sanitation, it should clear up in as early as forty-eight hours. The… unfortunate news is… we're not sure he _has_ forty-eight hours."

Mike's hand drops away from Raphael, and the latter turtle takes a step towards the two mutants serving as doctors. "What… what are ya talkin' about, Leatherhead?" I'm surprised by how quiet and reasonable Raphael's voice is. "If the stoma… stoma… if that mouth rot stuff is gettin' better, shouldn't… I mean…?"

"The septicemia is highly advanced," Hank breaks in, removing his glasses from his face. As he methodically begins to clean them with his lab coat, he explains, "We know too little of Leonardo's physiology to feel confident in treating him as either a turtle or a human, since there are significantly different approaches to treating the disease depending upon the species of the infected individual. We've attempted a powerful combination of treatments commonly used for both species, but there doesn't seem to be any improvement. The infection has begun spreading towards his major organs, and we fear-"

"_Mon Dieu,_ is _dis_ place ever fallin' apart."

We again turn around at the surprise entrance. Gambit has just entered on the other side of the corridor, and Donatello and Splinter are sprinting ahead of him. Sensei and student are each carrying what looks like a dirty canvas sack. Hm, I'm guessing that Don decided to place some stock in this swamp mumbo jumbo gumbo after all.

"Out of the way!" Donatello calls. "I need to get this stuff to him _now_." He's caught by surprise when Leatherhead blocks his way, shaking his head. "Leatherhead, wha-… oh God. We're not too late, are we? Please say we're not too late."

"You are _not_ too late," Leatherhead tells him soothingly. "You are simply inadequately protected from the risk of contagion. Leonardo's illnesses are highly communicable, and it would be a horrific irony for you to rush in to heal him, only to be infected yourself. Tell me what I need to do with what you've brought, and I will see to it that it gets done." Though both Donatello and Splinter would much rather be allowed to see Leonardo themselves, they know he's right.

As they begin fishing through the bag and explaining to the doctors what they need to do, Gambit approaches Rogue almost bashfully. "_Chere_! Gambit heard you was sick, but I didn't want to subject you to de medicines o' de swamp. 'sides, I knew de Wolverine would take good care o' you."

"Remy," Rogue replies coldly, "the only reason I'm not kickin' your can all the way back to Louisiana is because ya might just have actually done somethin' right. You save that turtle boy in there, and I might just forget that you're a slimy little _snake_."

"Hey," Raphael pipes up, "don't give us reptiles a bad name, okay? What the heck did this guy do that was so bad, anyway?" When Rogue doesn't answer, Raphael looks to Gambit. He scratches the back of his head and looks away.

"Old flames," Logan explains. "Love's still there, but sometimes it burns a bit. " Rogue looks shocked when he pushes her towards Gambit. "Give Gumbo a chance, darlin'. He keeps coming back to the good guys, he can't be all that bad."

"An' here I though I joined up wit' de X-Men," Gambit says, putting an arm around Rogue. "Nobody told me dey became de Brady Bunch so darn quick. Which one you be, _chere_: Marsha or Jan?"

"Uh," Michelangelo murmurs, "_you_ watch _The Brady Bunch_?"

"It pass de time," Gambit confesses.

"Donnie," Raphael calls as Hank and Leatherhead go back into Leonardo's room, "ya wanna explain to me what took ya six hours to come back with a couple 'a bags that look like somethin' you'd find in Mikey's room?"

"Impatient one, isn't he?" Emma remarks.

"Emma," Kitty answers, "go bend a spoon or something, okay?"

"It would appear that Mr. Gambit's gypsy friend," Splinter tells us, "is actually something of a biochemist. Her peers discredited her for using alternative methods in her research, and she has become something of a savior for those who live in the Bayou."

"She's quite remarkable," Donatello tells us, trying to keep his mind off of what's going on with Leo. "Apparently, when Gambit got blood poisoning all those years ago, he had gotten it from bacteria found within the swamp. She found a way to attack the bacteria with antibodies that can only be found within said swamp, and Gambit's case was cured in little more than a day. All thanks to herbal remedies, mixed with a touch of science."

"It be de most foul-tasting thing I ever had," Gambit confesses, "but it sure do the body good." Looking down at Rogue, he smiles as he adds, "Now you see why Gambit rather have Wolverine take care of you den make you put somethin' like dat in your pretty little mouth, no?"

I think we can _all_ see a perverse punch line just dangling off the tip of his tongue, so Rogue elbows him hard in the ribs. "Can it, Cajun. Or your bog-ridden behind's gonna go sailin' over the front lawn."

"So, what do we do now?" Michelangelo asks. "We got some magical swamp science working for us but… I mean… will Leo…?" Donatello puts a hand on his brother's shoulder. After a moment, he looks at Raphael and does the same thing to him.

"We wait," Donatello says quietly. "That's all we _can_ do."


	17. Chapter 17

"Well, look at what the mutants dragged in."

"Very funny, MJ," I remark tiredly, closing the door behind me. I'm still wearing Cyclops' clothes, and there's nothing I want to do more than take them off, jump in the shower, and sleep for about fifteen years. "I'm gonna take a shower," I tell my wife as I pass by her on the sofa. "If I fall asleep, wake me before I drown."

MJ gently grabs my arm. Though she doesn't pull, the touch alone is enough to make me lose my balance and collapse next to her on the sofa. "Did you find out what was up with Donatello?" I stare at her blankly before realizing that, as far as she last knew, this whole thing was about a missing turtle.

"Yeah," I mutter, deciding to lean against her. "Found Donnie. Found Leo. Joined forces with the X-Men. Saved Don, Mike, and Raph from demons. Put Rogue, Kurt, and Leo in mortal danger. An evil Michelangelo blew up a hallway in Xavier's, then performed a ritual that fulfilled an ancient prophecy. Un-evilified Mikey. Got kidnapped by Apocalypse. Rescued by the X-Men. Trapped Apocalypse in the Astral Plane. Sent Don, Splinter, and Gambit to the swamp. Found out Kurt and Rogue are okay. Now waiting to see if Leo's life can be saved through the aid of biochemical gumbo."

MJ gawks at me for a moment before raising an eyebrow. "So, just another typical day at the office, huh?" Despite wanting to pass out, I laugh and nod my head.

"I'm gonna go take that shower," I tell her as I stagger onto my feet. "After washing off the blood and the muck, I'm gonna sleep 'til dinnertime. Can I expect another gourmet meal from Jack's Pizzeria?"

"Only the best for you, Tiger," she remarks dryly.

Inside the bathroom, I start taking off Cyclops' clothes. _Boy, does it feel weird to think that_, I say to myself. Somehow, I already feel less tense. Maybe it isn't so much Cyclops' personality that's defunct as it is that his wardrobe makes it seem like he's got a stick up his jeans.

Looking in the mirror, I can see the angry red burn mark from Apocalypse's energy blast to the back of my shoulder. I'm going to need MJ to rub some ointment over that later. Amazingly, it's the only battle wound I've got. I don't even have a bruise from Sinister's metal beam clamping down on me. Another example Spider-Man's superpowers, or plain old Parker's natural resilience? The world may never know.

Shower. Warm shower. I always feel relaxed when I'm in the shower. It almost makes me forget that Kurt is still bedridden and there are three traumatized turtles in the Institute and that Leo's life depends on swamp stew. Almost.

I dimly hear the phone ring in the next room, but I don't pay any attention to it. It's just hard not to think about the possible lasting consequences of the past night. What if Leo doesn't make it? Can the turtles really… really _live_ without their brother? I mean, from what I've seen, Leo was the mediator, the leader, the one that kept them together. If he goes… what will the turtles' lives be like? _Maybe_ _they'll finally accept Cyclops' invitation to stay with them in the Institute_, I ponder. _Maybe they'll even become full-fledged X-Men. It'll take a while, yeah, and the training's probably going to be a whole lot different than the ninjutsu stuff that they're used to-_

"Peter?" Turning my head, I'm surprised to see MJ's silhouette on the other side of the shower curtain. "That was Hank McCoy on the phone." I pull the shower curtain back just enough to look at her face. I'm not liking the straight expression she's giving me.

"He said a lot of stuff that I didn't quite get," she tells me. "You know how Hank is. Anyway, he thought you should know that Leo seems to be having an allergic reaction to the medication, and so the rashes don't seem to be going anywhere anytime soon."

I apparently have a rather unhappy look on my face, because she quickly puts her hand on my arm. "Hey, no. It's okay. Despite the allergy, the antibiotics are doing their job. From what he can tell, it doesn't look like Leo's in any serious danger anymore. He'll be sick for another couple of weeks, but Hank's predicting that he should be fine after that."

It's all I can do to gape at her for a little bit. I hadn't put it past Fate to throw another curveball. Every time the danger seemed to back off over the past two days, there'd be a new twist to the situation. If it wasn't missing turtles, it was demons. If it wasn't demons, it was Apocalypse. If it wasn't Apocalypse, it was putting our faith in one of the most untrustworthy mutants to ever be called an X-Man. So though I kind of _expected_ for Leo to have adverse effects to the meds at this point, I never really pinned much hope on him… _surviving_. Wow, it feels weird to admit that I underestimated a ninja. I thought I was smarter than that.

"Thanks, MJ," I finally tell her. "I think I'll rest easier knowing that."

MJ gives me a small laugh as she replies, "Don't rest yet, Tiger. Hank says that, according to Donatello, Leonardo's allergy to the antibiotics is so severe that it's even worse than when Mikey had the flu, whatever _that_ means. Emma claims that it's your fault the turtles are even there in the first place, so she feels like leaving _you_ with the cleaning bill." Oh. That Emma.

With a chuckle, I respond, "Miss Frost knows where she can stick her stupid cleaning bill."

* * *

"Knock-knock. Anybody home?" 

Raphael jumps as I swing into the lair, almost spilling his can of soda. "Jeez, Spidey," he growls. "Give a guy directions to your pad, and he just marches on in without even knockin'. What the heck do ya think you're doin', you maniac?"

"Oh, _you're_ calling _me_ a maniac," I tell him, crouching on the back of the easy chair. "_That's_ rich, Raph. Besides, if someone really wanted to stop me, I'd have tripped off some alarm, just like every other time I've ever set foot in the sewers. So I'm guessing that Don considers mine to be a friendly face." Glancing at the abandoned workstation in the corner, I ask, "Hey, where _is_ the little genius, anyway?"

"Sittin' up with Leo," comes the answer. "The stupid gumbo's still managin' to do crazy things with his stomach, and it's Donnie's turn to clean up the mess. Personally, I think Mikey should have to do all the cleanin'. That way he'll know what we felt like durin' the big Mikey Flu of 1999."

"Your kindness and empathy never cease to amaze me, my friend," I tell him. Flipping onto the floor, I start heading up towards the bedrooms as I take an envelope out of my jacket pocket. "I'm going to drop in and say hi. Got this get-well card for him that some of the X-Men sent me. You guys should really look into getting a P.O. Box for all of your fan mail." Raphael mutters something as he turns back to the video game he had been playing.

Upstairs, I peek into the partially-opened door of Leo's room. I can see Don sitting at Leonardo's bedside, and it looks like he's passing a damp cloth over Leonardo's forehead. It's been almost two weeks since Leo's been supposedly "cured" of the septicemia, and he's still ill. Hank let him go home after three days, stating that he's no longer on the verge of dying, but… I really wish they had a good healthcare program down here in the sewers.

"Spying, buddy?" I look back to see Michelangelo directly behind me, watching me as I tried to listen in on the soft murmurings between his two brothers. "I would've figured you one for privacy instead of—hey! What'cha got there?" He points to the envelope I have in my hand.

"A get-well card," I tell him. "Kitty sent it over, but it's signed by most of the people you guys interacted with during our little demon-y excursion. Even Gambit jotted something down, according to Kitty's letter."

"Yeah?" Mikey asks, somewhat hopefully. "So, uh… that Gambit guy… he really Rogue's boyfriend? I mean… they didn't seem to get along much, and she, uh… you know…."

It takes me a moment to get what he's trying to say. When I finally do, I smack my forehead with the heel of my hand. "What, you too? Man, those X-Gals must've put something in the water." Looking at him seriously now, I tell him, "Mikey, you know it'll never work, right?"

"Why not?" Mike protests. "She's a mutant. _I'm_ a mutant. We already have more in common with one another than we do with the rest of the world!" I'm about to consider his point, but I quickly come to my senses.

"Mikey, you can't touch her," I tell him firmly

"Why not?" Mike asks.

"Because if you touch her, she'll absorb all your energy."

"So?"

I blink at him, thoroughly amused by the fact that another turtle would take a liking to one of the X-Men. Of course, I'm attributing it to the fact that Rogue possibly unintentionally left behind a bit of herself in Mike's psyche, but I'm not going to tell him that so bluntly. "Mike," I say gently. "How are you going to have a relationship with a girl that can kill you with a single touch?"

He seems to think about it for a moment, then gets a wizened look on his face. "Very, very carefully," he answers. I can't help it. I burst out laughing. Mike joins in, and I can see that he was either just jiving me or he understands why him and Rogue would be a no-no.

"Sounds like a party." Mikey and I turn to see that Donatello had been alerted by our laughter and is now leaning against the doorframe. He looks thoroughly exhausted, but I'm happy to see that there are no obvious signs of any real shock or trauma from his recent experiences. "Someone want to let me in on the joke, or is it all a conspiracy to drive me crazy?"

"It's just Mike being… Mike," I reply. Holding up the envelope, I add, "Got a card for Leo from the X-Men. According to Kitty, they wanted to send along their well-wishes and all of that kind of stuff. She asked after you." I add in the last part just to see his response, even though it was actually true.

"She did?" Don asks. "Really? I mean, that's nice." Michelangelo chuckles at him, causing Donatello to flush. "Yeah, laugh it up, Mikey. At least I can actually _touch_ her." Muttering now, he throws in, "And so can her colossal boyfriend."

"Nice pun," I offer.

"Thanks," he answers. In a voice that's almost a whine, he asks, "Why is it that out of the few girls I actually take an interest in, every single one of them are taken by huge, bulky guys than can rupture my shell without even trying?"

With a sigh, I clap my hand on his shoulder and tell him, "Welcome to the life of Peter Parker, circa the teenaged years. It must be a budding genius thing. Don't despair, buddy. Maybe you'll end up with a hot redhead by the time you're my age, just like I did."

"Should I tell Casey that he's got competition for April now," Michelangelo questions jokingly, "or should I wait until Donnie's irresistibility blooms into full maturity?"

"Let's see who you expect to turn to the next time you break one of your gaming consoles," Donatello replies dryly. As I slip past them to head into Leo's room, Don asks, "Hey, speaking of April, Peter, are you going to her Halloween party? She said she sent you and MJ an invitation."

"Sorry, buddy," I tell him. "Not likely that I'm going to want to hear anything about Halloween for a long time, and that includes ghosts, spooks, spirits, werewolves, vampires, and most importantly, demons. The only thing _might_ influence me to go is if April's chocolate chip cookies are going to be making an appearance." I blink, then give them both a glance. "Are they?"

"She's putting orange M&M's in them this time," Michelangelo tells me, as though relaying a sacred event.

I think about it for a moment, then proclaim, "Well, I guess it wouldn't hurt to make a cameo. Maybe drop in while patrolling. Halloween _is _one of the most dangerous nights of the year, and I need to make sure that everyone's safe, right? Besides, then I'd have a costume at the ready, anyway." I smirk as Don and Mike high-five one another just before I enter Leonardo's room.

"Hey," the sick turtle says in a voice that he's obviously trying to keep from wavering. "Thought I heard you out there. What's up? And please don't tell me that it involves more missing and/or possessed mutants."

"Leo," I laugh, stopping besides his bed, "even if it did, I wouldn't tell you. You're the type that'd still manage to jump up and grab your swords in the hopes of saving the day, no matter _what_ you feel like." He gives me a weak smile in response.

His eye mask is hanging on the bedpost, since it looks like he still has a case of the sweats. I gingerly reach out a hand for it and quietly tell him, "To be brutally honest, I didn't even think I'd be talking to you two weeks after that whole mess. I did some research once I got home; septicemia and stomatitis are two of the deadliest diseases a turtle can have… never mind getting them in conjunction. Hearing your voice right now… I consider that something of a miracle. I just don't know whether to thank science or the Man Upstairs."

He stays quiet for a moment. I suddenly realize that I don't really know what these guys think of religious concepts. I mean, their very existence kind of points to most of the common religions getting something wrong, since none of them account for turtles mutated by extraterrestrial ooze.

Leo surprises me when he answers, "Well, no matter how you look at it, one of those must have given rise to the other. Spirituality and science are more interconnected than most people tend to believe. I mean, my brothers and I were possessed by both supernatural entities and corrupted genetic material. And that stuff that Dr. McCoy and Leatherhead fed me was a prime example of alternative medicine proving to be more advanced than its backwater roots would make it seem. The point isn't to know who or what to thank; it's to know that you have something to be thankful _for_. Just like when I went after Logan after seeing what he did to Kurt. I didn't know who or what I was fighting against… I just knew that I needed to fight someone for the sake of everyone else in the room."

I don't say anything right away. Leonardo looks at me, expecting some response. Finally, I run a hand through my hair and say, "Wow, Hank was right. You really _do_ have a martyr complex." This gets a laugh out of him, so I change the philosophical conversation into a more straightforward one. "Dropped by to hand deliver a note from the X-Folks."

I give him the envelope, which he accepts with a shaky hand. I debate with myself whether or not to offer to open it for him, but I decide that he wouldn't accept my assistance anyway. Nice guy, that Leo, but a bit on the stubborn side.

He finally manages to open the card and reads it. Looking at the cover, I see a lot of blue and purple, both of which I know to be Kitty's favorite colors. Note to self: remember to use that in an elaborate joke against Donatello. Note to self, part two: remember to let Mikey in on the joke.

"That's sweet," Leonardo says as he finishes reading the card. Putting it down on the nightstand besides him, he adds, "Please be sure to thank them for me. It'll probably be a while before I'm in any mindset to send an appropriate reply."

I nod. "No problem. But hey, you need to get better soon. How do you expect to live it up at April's Halloween shindig if you're going to need your brothers taking care of you the entire time?" He cringes a little, as though not believing that I'd actually mention Halloween after the entire fiasco with that stupid store.

"It's funny," Leonardo suddenly murmurs. "This is the first time I've ever gotten a get-well card. I mean, I know I'm not invincible or anything, but… it's just funny how quickly the tables turn sometimes. One minute I'm running into a laboratory ready to take my three brothers back from a madman's clutches, and the next… I find myself having more and more unwanted intimate encounters with the contents of my stomach."

"How poetic," I smirk.

"I agree," he says with a smile. "But seriously… this has definitely been a growing experience for all of us, in some way or the other. I'm dealing with frailty, Don's learned to deal with fear, Mike—despite whatever I try to tell him—is coping with guilt, and Raph… well, Raphael never really learns from his mistakes. That may be why he continually eavesdrops on conversations, thinking that no one notices."

Peering behind me, I see Raphael standing by the doorway. If he had been trying to hide himself before, he clearly decided to come out once he picked up that Leo was on to him. "Har, har," he grunts, taking a small step into the room. "It ain't like I do it all the time, y'know. Especially not to _you_. Ya ain't that interestin'." Pointing to the card that Leonardo put down, he asks, "That from the X-Men?"

"Yeah," I reply. "By the way, Wolverine's been asking about you. He's still convinced that you broke something in your body and are just way too proud to admit it. After all, even _he_ would need medical attention if a giant metal man started pummeling him just before he takes a beating from Apocalypse. So yeah… any snide remarks you want me to send back to him?"

Raphael looks at me for a moment, then glances down at Leonardo. After a while, he meets my eyes again. "Yeah," he tells me. "Tell 'im… I said thanks." I ask him what the thanks are for, but he's already slipping out of the room. "He'll know," is the only answer I get.

Leonardo and I remain in silence, staring towards the doorway. At long last, Leo proclaims, "Well, I think I now know what Raphael's managed to glean from all of this."

"What's that?" I ask.

"Humility."

I look down at Leonardo. He looks me in the eye. Could it be that two of the most bloodthirsty, psychopathic mutants I've ever met have actually formed a close enough friendship with one another to help one of them learn about humbleness? Could Logan's age and experience really have shown Raphael what he stood the risk of becoming if he didn't learn to control his rage? Without missing a beat, Leonardo and I both say, "Nah."

With a wave, I tell Leonardo that I had to get going. "Gonna look into spending some actual time with MJ this weekend. She bet I couldn't spend more than two nights without changing into uniform and disappearing on her."

"What do you get if you win the bet?" Leonardo asks.

I cough and offer him an awkward grin. "You're too young to know. Maybe when you're older, yeah?" Either because he had overheard my conversation with his brothers about their newfound crushes or because he's not as innocent as he'd like the rest of the world to believe, Leo rolls his eyes at me, knowing full well what I'm talking about. "I'll keep in touch, buddy. You just focus on keeping your gumbo down from now on."

Leaving the room, I jump down to the main floor. Mike and Raph are arguing over whose turn it is to play their video game of choice, and are now a tangle of green flesh and controller wires. Don spares them a quick glance as he types in some kind of long code in his computer, using a system that I've never seen before in my life. I can smell burning incense from behind a traditional Japanese sliding door that I assume to be Splinter's room, and I know he's going to get pretty upset if his sons distract him from his meditation. Yeah, for the first time in a while, things are starting to get a little normal down here.

Now if only I can convince MJ to wear that "special" costume to April's party….

END

* * *

**Author's Note:** And thus ends the story that took more plot twists than... something that has a lot of plot twists. Thanks to those of you who've managed to read through this complex little tale of mine ("little" might not be the best of words, since it's one of my longest fanfictions). I think I've actually found a little crossover niche, so there will probably be more TMNT/Marvel stories from me in the future. For now, I hope you enjoyed this one. Take care! 


End file.
